Common use of Notes Clause in Contracts

Notes. (a) If requested by any Bank, the Revolving Loans of such Bank to any Borrower shall be evidenced by a Revolving Credit 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If Unless otherwise requested by any a Bank, the Revolving any Ratable Loans of such made by each Bank to any Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note promissory note of such Borrower in substantially the form of Exhibit A-1 attached hereto EXHIBIT B duly completed and incorporated herein executed by reference Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (with appropriate insertions) (collectivelyeach such note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or replaced (including12.05, without limitation, any Revolving Credit Note issued a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in full or partial replacement of an existing Revolving Credit Note this Agreement as a result of an assignment by a such Bank) ’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Revolving Credit Notes”). (b) If requested . The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the Swingline Bankschedule attached to the Ratable Loan Note held by it, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to any Borrower advance, and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error. (d) , be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The Administrative Agent failure by any Bank to make such notations with respect to the Loans or each advance or payment shall maintain not limit or otherwise affect the Register pursuant obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shalla mortgage note, payable to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to maintain the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such account, such Register or such subaccountmortgage notes, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreementcontext may require.

Notes. (a) If 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 any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit 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”)Note. (b) If requested by The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Swingline BankFinal Maturity Date, (ii) bear interest as provided in the Swingline 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 any Borrower shall voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be evidenced by a Swingline Note entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother 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 Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of any of its Notes will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank in connection with notation shall not affect any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower’s obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, Notwithstanding anything to the extent permitted by applicable lawcontrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be prima facie evidence delivered to Lenders which at any time specifically request the delivery of the existence and amounts 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 each the applicable Borrower therein recorded; providedto 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, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 each a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any Bank, the The Revolving Loans of such Bank to any Borrower made by each Lender shall be evidenced by a Revolving Credit Note of such Borrower appropriately completed 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) If requested A-1. The Swingline Loans made by the Swingline Bank, the Swingline Loans to any Borrower Lender shall be evidenced by a Swingline Note of such Borrower appropriately completed in substantially the form of Exhibit A-2 attached hereto A-2. (b) Each Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and incorporated herein Acceptance), (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 referencesuch Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Bank shall Lender will record in on its books and internal records the date, amount, amount and Type and Interest Period (if any) of each Loan made by it to and each payment received by it in respect thereof and will, in the event of any Borrower transfer of any of its 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 as of the date of transfer or provide such information on a schedule to the Assignment and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank Acceptance relating to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedtransfer; provided, however, that the failure of any Bank Lender to make any such recordation or the Administrative Agent to maintain provide any such account, such Register or such subaccount, as applicableinformation, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) Borrower’s obligations under this Agreement or the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested The Loans made by any Bank, the Revolving Loans of such Bank to any Borrower each Lender shall be evidenced ----- by a Revolving Credit Note of such Borrower Borrower, substantially in substantially the form of Exhibit A-1 attached hereto A hereto, with --------- appropriate insertions as to payee and incorporated herein by reference (with appropriate insertions) (collectivelyprincipal amount, payable to the order of such Lender and in a principal amount equal to the aggregate principal amount of the Commitment of such Lender, or such lesser amount, from time to time, of the Loan or Loans, as the same case may be, made by such Lender and evidenced by such Note. Each Note shall (i) be dated the Document Closing Date, (ii) be stated to mature on the Final Maturity Date, (iii) have attached a grid for the purpose of evidencing all of the Loans (including accruals and payments of interest thereon) made by such Lender, and (iv) bear interest on the unpaid principal amount thereof from time to time be amendedoutstanding at the applicable interest rate per annum determined as provided in, modifiedand payable as specified in, 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”).Section 2.6. ----------- Loan Agreement (b) If requested Upon the consummation of each Advance, each Lender shall make a notation on the grid attached to such Lender's Note indicating the amount of the Loan advanced by such Lender on such Advance Date. Each Lender is also hereby authorized to record the Swingline Bankdate and amount of each Advance made by such Lender, each continuation or conversion thereof, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note length of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and each Interest Period (if any) of each Loan made by it to any Borrower with respect thereto and the date and amount of each payment of principal and/or interest made relating thereto, on the grid attached to each Note held by such Borrower with respect thereto; providedLender, 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be constitute prima facie evidence of the existence and amounts ----- ----- accuracy of the obligations of each Borrower therein information so recorded; provided, however, that the failure of to make any Bank or the Administrative Agent to maintain -------- such account, such Register or such subaccount, as applicable, recordation or any error therein, in such recordation shall not in any manner affect the obligation of Certificate Trustee under such instrument or the corresponding obligation of Lessee to pay Rent. In addition, on each Borrower to repay (with applicable interest) Payment Date during any Construction Period, each Lender shall make a notation on the Loans made grid attached to such Borrower by Lender's Note indicating the amount of Capitalized Interest accruing on such Bank in accordance with Lender's Note during the terms Interest Period ending on such Payment Date (which Capitalized Interest shall thereby be added to the principal amount of this Agreementsuch Note).

Notes. Subject to the terms and conditions of this Agreement, at the Closing, AIRNET will issue and sell to each of the INVESTORS one (a1) If requested by any BankSenior Secured Convertible Note (a "Note"), the Revolving Loans of and each INVESTOR will subscribe for and purchase one (1) such Bank Note from AIRNET. The Note to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower issued to SCP will be in substantially the form of Exhibit A-1 attached hereto D. The Note to be issued to TECORE will be in the form of Exhibit E. (a) 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 balance payable to SCP under the terms of that certain Bridge Loan Promissory Note payable to SCP shall be deemed satisfied and incorporated herein by reference paid in full (with appropriate insertions) (collectivelybut the accrued interest thereon shall be deferred, as provided in subsection (d) hereinbelow), and (ii) paying the same may from time to time be amendedunpaid balance of the SCP Note Purchase Price by certified check, modifiedcashier's check, 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”)wire transfer at Closing. (b) If requested by Purchase Price for TECORE's Note. The purchase price (the Swingline Bank, "TECORE Note Purchase Price") for the Swingline Loans Note to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially issued to TECORE in the form of Exhibit A-2 attached hereto 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) 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 outstanding principal balance payable to TECORE under the terms of that certain Bridge Loan Promissory Note payable to TECORE, shall be deemed satisfied and incorporated herein paid in full (but the accrued interest thereon shall be deferred as provided in subsection (d) hereinbelow), and (ii) paying the unpaid balance of the $4,000,000, subject to adjustment in accordance with Section 13.6, by referencecertified check, cashier's check, or wire transfer at Closing. (cii) Each Bank shall record in its books and records the date, amount, Type and Interest Period An amount equal to One Million Dollars (if any$1,000,000) of each Loan made by it to any Borrower and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditionalpayable on or prior to June 30, notwithstanding any failure of such Bank to make any such recordation or any mistake 2003, by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorwire transfer. (diii) The Administrative Agent shall maintain the Register pursuant An amount equal to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts One Million Dollars (taken together$1,000,000) shall be recorded payable on or prior to September 30, 2003, by wire transfer. (iiv) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2003, by wire transfer. (v) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 31, 2004, by wire transfer. (vi) An amount equal to One Million Dollars ($1,000,000) shall be payable 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 foregoing, TECORE shall have the right, exercisable at its option at any time and from time to time, to prepay any and all of the payments scheduled above; and, as a consequence thereof, to enjoy the rights to vote and to the accrual of interest, conversion rights, and other rights pertaining thereto, accounting from the 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 (ii)-(ix) within 20 days after the due date, amountthen SCP shall have the right, Type and Interest Period (if any) of each exercisable within 40 days after such Loandue date, (ii) to make the investment by paying the amount of the installment then past due (and any principal or interest subsequent installments when due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shallpayable, to the extent permitted set forth by applicable lawSCP in its notice of exercise) instead of TECORE, be prima facie evidence and AIRNET shall issue a Note to SCP, in form similar to the Note issued to SCP at the Closing, in the principal amount of the existence and amounts of investment made by SCP. In the obligations of each Borrower therein recorded; provided, however, event that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, SCP shall not in any manner affect exercise its right to make an investment instead of TECORE, TECORE shall remain obligated to make the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreementinvestment(s).

Notes. (a) If 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 12.16 and shall, if requested by any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested Each Note shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Restatement Effective Date, (iii) be in a stated principal amount equal to the outstanding Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially Lender and be payable in the form outstanding principal amount of Exhibit A-2 attached hereto Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and incorporated herein by referencemandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of any of its Notes, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by such Bank error in connection with any such recordation. The books and records notation or endorsement shall not affect the Borrower’s obligations in respect of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent shall maintain Notwithstanding anything to the Register pursuant to contrary contained above in this Section 9.09(h)2.05 or elsewhere in this Agreement, and a subaccount for each Bank, in which Register and subaccounts (taken together) Notes shall be recorded (i) date, amount, Type and Interest Period (if any) delivered only to Lenders that at any time specifically request the delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or guaranties therefor provided pursuant to the Credit Documents. Any Lender 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 (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower to repay (with applicable interest) the Loans made shall promptly execute and deliver to such 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 Bank in accordance with the terms of this Agreementrequesting Lender.

Notes. (a) If requested The Committed Loans made by any Bank, the Revolving Loans of such Bank to any Borrower each Lender shall be evidenced by a Revolving Credit Note of such Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelyG-l hereto, as payable to the same may from time order of such Lender in an amount equal to time be amendedsuch Lender’s Pro Rata Share of the Maximum Commitment Amount on the Closing Date. In addition, 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) If requested Swing Loans made by the Swingline Bank, the Swingline Loans to any Borrower shall Swing Line Lender may be evidenced by a Swingline Swing Line Note of such Borrower substantially in the form of Exhibit A-2 attached hereto and incorporated herein G-2 hereto, payable to the order of the Swing Line Lender in the maximum amount of $50,000,000. In addition, the Bid Loans that may be made by reference. (ca Lender pursuant to Section 2.18 may be evidenced by Bid Notes payable to the order of each Lender, in the form of Exhibit G-3 hereto. Each Lender may endorse on any schedule annexed to its Note(s) Each Bank shall record in its books and records the date, amount, Type amount and Interest Period (if any) maturity of each Loan made by that it to makes in the case of Committed Loans (which shall not include undrawn amounts on outstanding Letters of Credit, but shall include the amounts of any Borrower drawings on outstanding Letters of Credit), and the date and amount of each payment of principal and/or interest made by such that Borrower makes with respect thereto. Borrower irrevocably authorizes each Lender to endorse its Note(s), and such Lender’s record shall be conclusive absent manifest error; provided, however, that the obligation of each Borrower any Lender’s failure to repay each make, or its error in making, a notation thereon with respect to any Loan made by a Bank shall not limit or otherwise affect Borrower’s obligations to such Borrower Lender hereunder or under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorits Note(s). (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If 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 any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto B, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). Each Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and incorporated herein be dated the Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Loans funded by reference such Lender and be payable in the outstanding principal amount of the Loans evidenced thereby from time to time, (with iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate insertions) (collectivelyclause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may from time be, evidenced thereby, (vi) be subject to time voluntary prepayment as provided in Section 4.01 and (vii) be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving entitled to the benefits of this Agreement and the other 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”)Documents. (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of any of its Notes will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (dc) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (b). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender, at the Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any Bank, the Revolving The Term Loans A of such Bank to any Borrower each Lender shall be evidenced by a Revolving Credit promissory note (each a "Term Note of such Borrower A") substantially in substantially the form of set forth in Exhibit A-1 attached hereto and incorporated herein by reference (A-1, with appropriate insertions) (collectively, payable to the order of such Lender in an original principal amount equal to such Lender'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 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 set forth on Schedule 3.1(a). The Term Loans B of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower each Lender shall be evidenced by a Swingline promissory note (each a "Term Note B") substantially in the form set forth in Exhibit A-2, with appropriate insertions, payable to the order of such Borrower Lender in an original principal amount equal to such Lender's Term Loan B and each such Term Note B shall provide that the Term Loans B 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 B as set forth on Schedule 3.1(b). The Revolving Loans of each Lender shall be evidenced by a promissory note (each a "Revolving Note") substantially in the form set forth in Exhibit A-3, with appropriate insertions, payable to the order of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record such Lender in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and a face principal amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank equal to such Borrower under this Agreement 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 absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank paid in connection with any such recordation. The books and records of each Bank showing full on the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorRevolving Credit Termination Date. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 11.15 and shall, if requested by any BankLender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note promissory note duly executed and delivered by the Borrower and the Guarantors, in the case of such Borrower the Term A Loan, substantially in substantially the form of Exhibit A-1 attached hereto A-1, and incorporated herein by reference 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 (with appropriate insertions) (each a "Note" and, 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) If requested The Note issued to each Lender shall (i) be executed by the Swingline BankBorrower and the Guarantors, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Borrowing Date, (iii) be in a stated principal amount equal to the Loans made by such Lender on the Borrowing Date and be payable in the outstanding principal amount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.06, (vi) be subject to any Borrower shall voluntary prepayment as provided in Section 2.01, mandatory repayments as provided in Sections 2.02(c) and (d) and mandatory offers to prepay as provided in Section 2.02(a) and (b), and (vii) be evidenced by a Swingline Note entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each the Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the The Revolving Loans of such Bank to any Borrower made by each Lender shall be evidenced by a Revolving Credit Note of such Borrower appropriately completed 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) If requested EXHIBIT B-1. The Swingline Loans made by the Swingline Bank, the Swingline Loans to any Borrower Lender shall be evidenced by a Swingline Note of such Borrower appropriately completed in substantially the form of Exhibit A-2 attached hereto EXHIBIT B-2. (b) Each Revolving Credit Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Amendment Effective Date, (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 incorporated herein (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents 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 referencethe Borrower and applied thereto in accordance with the terms of this Agreement. (c) Each Bank shall Lender (or Swingline Lender, as applicable) will record in on its books and internal records the date, amount, amount and Type and Interest Period (if any) of each Loan Revolving Loan, or Swingline Loan, as applicable, made by it to and each payment received by it in respect thereof and will, in the event of any Borrower 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 amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank Acceptance relating to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedtransfer; provided, however, that the failure of any Bank Lender (or the Administrative Agent to maintain such account, such Register or such subaccountSwingline Lender, as applicable) to make any such recordation or provide any such information, or any error therein, shall not in any manner affect the obligation Borrower's obligations under this Agreement or the Revolving Credit Notes or the Swingline Note. (d) The Swingline Note shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender, (iii) be dated as of the Amendment Effective Date, (iv) be in a stated principal amount equal to 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 Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. The amount of principal owing on each Borrower to repay (with applicable interest) Swingline Note at any given time shall be the aggregate amount of all Swingline Loans made to under such Swingline Note, less all payments of principal theretofore made by the Borrower by such Bank and applied thereto in accordance with the terms of this Agreement.

Notes. (a) If requested by any a Bank, the Revolving Borrower’s obligation to pay the principal of, and interest on, all the Loans of made to it by such Bank to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower in substantially payable to each Bank and a Swingline Note payable to the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelySwingline Bank, 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”)applicable. (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank or its registered assigns, (iii) be in a stated principal amount equal to the form Revolving Loan Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 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. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank or its registered assigns, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower’s obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) If requested Borrowers agree that, upon the request to Agent by any BankLender made on or prior to the Amendment Date if and to the extent that such Lender has a Commitment as of the Amendment Date, the Revolving Loans of or in connection with any assignment pursuant to Section 11.5(c), to evidence such Bank Lender’s Loans, each Borrower will execute and deliver to any Borrower shall be evidenced by such Lender a Revolving Credit Note of such Borrower Note, Term Note, and/or Equipment Loans Note, as applicable, substantially in substantially the form forms of Exhibit A-1 attached hereto and incorporated herein by reference (2.11(a), with appropriate insertions) insertions as to payee, date and principal amount (collectivelyeach, as the same may amended, supplemented, replaced or otherwise modified from time to time be amendedtime, modifieda “Note” and, extendedcollectively, 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”), 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) If requested by The Revolving Loans and Borrowers’ obligation to repay the Swingline Bank, the Swingline Loans to any Borrower same shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the dateRevolving Notes, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower this Agreement and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing Agent and the account between such Bank Revolving Loan Lenders. The Term Loans and such Borrower Borrowers’ obligation to repay the same shall be conclusive evidence evidenced by the Term Loan Notes, this Agreement and the books and records of Agent and the items set forth therein in Term Loan Lenders. The Equipment Loans and Borrowers’ obligation to repay the absence same shall be evidenced by the Equipment Loans Notes, this Agreement and the books and records of manifest error. (d) The Administrative Agent and the Equipment Loan Lenders. Agent shall maintain the Register pursuant to Section 9.09(h)10.13, and a subaccount therein for each BankLender, in which Register and subaccounts (taken together) shall be recorded (i) datethe amount of each Loan made hereunder, amountwhether each such Loan is a LIBOR Lending Rate Portion, Type a Prime Lending Rate Portion or COF Lending Rate Loans, and each Interest Period (Period, if any) of each such Loan, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower Borrowers to each Bank Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan Borrowers and each BankLender’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the any failure of any Bank or the Administrative by Agent to maintain such account, such the Register or any such subaccountsubaccount with respect to any Loan or continuation, as applicable, conversion or any error therein, payment thereof shall not in any manner limit or otherwise affect Borrowers’ obligations hereunder or under the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested The Borrower agrees that, upon the request to the Administrative Agent by any BankLender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Revolving Loans of Borrower will execute and deliver to such Bank to any Borrower shall be evidenced by Lender a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference A (with appropriate insertions) (collectivelyeach, as the same may amended, supplemented, replaced or otherwise modified from time to time be amendedtime, 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 NotesNote”), 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 to the Borrower. Each Note shall be dated 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) If requested by The Initial Term Loans of all the Swingline BankLenders shall be payable in consecutive quarterly installments up to and including the Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note aggregate amount of such Borrower substantially Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the form Maturity Date 0.25% of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and aggregate principal amount of each payment of the aggregate initial principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence amount of the items set forth therein in Initial Term Loans on 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 Closing Date Maturity Date all unpaid aggregate principal amounts of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.outstanding Initial Term Loans

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in its entirety as follows: (a) If requested Borrowers agree that, upon the request to Agent by any Bank, Lender if and to the Revolving Loans extent that such Lender has a Commitment as of the date of such Bank request, or in connection with any assignment pursuant to any Borrower shall be evidenced by Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Credit Note, Term A Note of such Borrower and/or Term B Note, as applicable, substantially in substantially the form forms of Exhibit A-1 attached hereto and incorporated herein by reference (2.11(a), with appropriate insertions) insertions as to payee, date and principal amount (collectivelyeach, as the same may amended, supplemented, replaced or otherwise modified from time to time be amendedtime, modifieda “Note” and, extendedcollectively, 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”), 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) If requested by The Revolving Loans and Borrowers’ obligation to repay the Swingline Bank, the Swingline Loans to any Borrower same shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the dateRevolving Notes, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower this Agreement and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing Agent and the account between such Bank Revolving Loan Lenders. The Term Loans A and such Borrower Borrowers’ obligation to repay the same shall be conclusive evidence evidenced by the Term A Notes, this Agreement and the books and records of Agent and the items set forth therein in Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the absence same shall be evidenced by the Term B Notes, this Agreement and the books and records of manifest error. (d) The Administrative Agent and the Term Loan B Lenders. Agent shall maintain the Register pursuant to Section 9.09(h)10.13, and a subaccount sub-account therein for each BankLender, in which Register and subaccounts (taken together) shall be recorded (i) datethe amount of each Loan made hereunder, amountwhether each such Loan is a LIBOR Lending Rate Portion, Type a Prime Lending Rate Portion or the COF Lending Rate Loans, and each Interest Period (Period, if any) of each such Loan, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower Borrowers to each Bank Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan Borrowers and each BankLender’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the any failure of any Bank or the Administrative by Agent to maintain such account, such the Register or any such subaccountsub-account with respect to any Loan or continuation, as applicable, conversion or any error therein, payment thereof shall not in any manner limit or otherwise affect Borrowers’ obligations hereunder or under the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If 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 Facility Agent pursuant to Section 11.17 and shall, if requested by any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested Each Note shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Closing Date, (iii) be in a stated principal amount equal to the outstanding Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially Lender and be payable in the form outstanding principal amount of Exhibit A-2 attached hereto Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.06 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and incorporated herein by referencemandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of any of its Notes, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by such Bank error in connection with any such recordation. The books and records notation or endorsement shall not affect the Borrower’s obligations in respect of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent shall maintain Notwithstanding anything to the Register pursuant to contrary contained above in this Section 9.09(h)2.04 or elsewhere in this Agreement, and a subaccount for each Bank, in which Register and subaccounts (taken together) Notes shall be recorded (i) date, amount, Type and Interest Period (if any) delivered only to Lenders that at any time specifically request the delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or guaranties therefor provided pursuant to the Credit Documents. Any Lender 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 (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower to repay (with applicable interest) the Loans made shall promptly execute and deliver to such 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 Bank in accordance with the terms of this Agreementrequesting Lender.

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) If requested be in the amount of the applicable Lender’s Commitment; (b) be payable to such Lender at the principal 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 (e) be made by any Bank, the Revolving Borrower. The Loans of such Bank to any Borrower be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a Revolving Credit 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 Borrower Qualified Borrower; (b) be payable to the order of Administrative Agent for the account of the Lenders, at the principal office of Administrative Agent; (c) bear interest in substantially accordance with Section ‎2.06; (d) be in the form of Exhibit A-1 P attached hereto and incorporated herein by reference (with appropriate insertionsblanks appropriately completed in conformity herewith); and (e) (collectivelybe duly executed by such Qualified Borrower. Each Borrower agrees, as the same may from time to time be amendedtime, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement upon the request of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shallor any affected Lender, to the extent permitted by applicable lawreissue new Notes, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the 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 substitution for the Note previously issued by the Borrower to the affected Lender.

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) If requested Provide for payments of interest equal to the payments of interest on the corresponding Bonds; (b) require payments and/or prepayments of principal and any premium equal to the payments of principal and any premium on the corresponding Bonds; (c) require all payments on such Notes to be made on or prior to the 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 optional and mandatory 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 any Bank, the Revolving Loans of such Bank Borrower pursuant to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, this Agreement as the same may from time to time be amended, modified, extended, renewed, restated amended 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank supplemented in connection with issuance of any such recordationBonds, except with respect to draws under the Letter of Credit. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence Upon payment in full of the items set forth therein in the absence principal of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h)and interest and any premium on any or all Bonds, whether at maturity or by redemption or otherwise, and a subaccount for each Bankthe surrender thereof to, in which Register and subaccounts (taken together) shall be recorded (i) datecancellation thereof by, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicableTrustee, or any error therein, shall not in any manner affect upon provision for the obligation of each Borrower to repay (with applicable interest) the Loans payment thereof having been made to such Borrower by such Bank 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 Bank delivered to the Trustee, the Trustee shall upon written instructions of the Bank assign all of its right, title and interest in and to the Notes to the Bank. The Borrower hereby agrees and consents to such an assignment without defense or set-off by reason of any dispute between the Borrower and the Trustee. Unless the Borrower is entitled to a credit under express terms of this AgreementAgreement or the Indenture, all payments on each Note shall be in the full amount required thereunder. Each Note shall be payable to the Issuer and shall not be negotiated by the Issuer, except to effect assignment thereof to the Trustee and to any successor trustee under the Indenture.

Notes. (a) If requested The Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropri- ately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note substantially in the “Revolving Credit Notes”form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of Exhibit A-2 attached hereto 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 incorporated herein by referencebe 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 Eurodollar Loans, as the case may be, 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. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrowers’ obligation to pay the principal of, and interest on, the Revolving Loans made to the Borrowers by each Lender shall be set forth on the Register maintained by the Administrative Agent and, subject to the provisions of such Bank to any Borrower SECTION 2.05(c), shall be evidenced by by, at the request of the applicable Lender, a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference N-1, with blanks appropriately completed in conformity herewith (with appropriate insertions) (collectivelyeach, as the same may be amended, supplemented or otherwise modified from time to time be amendedtime, 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 NotesNote”). (b) If requested The Note issued to each requesting Lender shall (i) be executed jointly by each of the Swingline BankBorrowers, (ii) be payable to 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 Swingline Loans date of issuance thereof), (iii) be in a stated principal amount equal to any Borrower shall such Lender’s Commitment on the Closing Date or on the date of the issuance thereof (if issued after the Closing Date) and be payable in the principal amount of Revolving Advances evidenced by a Swingline Note thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided herein and (vi) be entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother Loan Documents. (c) Each Bank Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall record 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 the Borrowers shall affect or in its books and records the 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 of principal and/or interest made by such Borrower with respect thereto; provided, however, that manner impair the obligation of each Borrower the Borrowers to repay each Loan made by a Bank to such Borrower under pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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)Agreement, and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner way affect the obligation security or Guaranties therefor provided pursuant to the Loan Documents. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, each Borrower shall promptly jointly execute and deliver to repay (with applicable interest) that Lender the Loans made requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in their entirety as follows: (a) If requested Borrowers agree that, upon the request to Agent by any Bank, Lender if and to the Revolving Loans extent that such Lender has a Commitment as of the date of such Bank request, or in connection with any assignment pursuant to any Borrower shall be evidenced by Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Credit Note, Term A Note, Term B Note of such Borrower and/or Term C Note, as applicable, substantially in substantially the form forms of Exhibit A-1 attached hereto and incorporated herein by reference (2.11(a), with appropriate insertions) insertions as to payee, date and principal amount (collectivelyeach, as the same may amended, supplemented, replaced or otherwise modified from time to time be amendedtime, modifieda “Note” and, extendedcollectively, 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”), 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) If requested by The Revolving Loans and Borrowers’ obligation to repay the Swingline Bank, the Swingline Loans to any Borrower same shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the dateRevolving Notes, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower this Agreement and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing Agent and the account between such Bank Revolving Loan Lenders. The Term Loans A and such Borrower Borrowers’ obligation to repay the same shall be conclusive evidence evidenced by the Term A Notes, this Agreement and the books and records of Agent and the items set forth therein in Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the absence same shall be evidenced by the Term B Notes, this Agreement and the books and records of manifest error. (d) Agent and the Term Loan B Lenders. The Administrative 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 9.09(h)10.13, and a subaccount sub-account therein for each BankLender, in which Register and subaccounts (taken together) shall be recorded (i) datethe amount of each Loan made hereunder, amountwhether each such Loan is a LIBOR Lending Rate Portion, Type a Prime Lending Rate Portion or the COF Lending Rate Loans, and each Interest Period (Period, if any) of each such Loan, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower Borrowers to each Bank Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan Borrowers and each BankLender’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the any failure of any Bank or the Administrative by Agent to maintain such account, such the Register or any such subaccountsub-account with respect to any Loan or continuation, as applicable, conversion or any error therein, payment thereof shall not in any manner limit or otherwise affect Borrowers’ obligations hereunder or under the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested The holder of the Purchase Option shall exercise such option by any Bankdelivering written notice stating its desire to exercise this option to the Securities Depository, the Revolving Loans of such Bank to any Borrower shall be evidenced by a Revolving Credit 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) If requested by the Swingline BankIndenture Trustee, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower Remarketing Agents and the date Rating Agencies at least thirty (30) 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 of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that equal to the obligation of each Borrower purchase price determined as described above at least thirty (30) days prior to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordationthe next succeeding Quarterly Distribution Date. The books and records of each Bank showing If the account between such Bank and such Borrower shall be conclusive evidence holder of the items set forth therein in Purchase Option fails to provide the absence of manifest error. (d) The Administrative Agent required notice or an amount sufficient to redeem the Series 2004-2 Notes, the Trustee shall maintain attempt to sell the Register Financed Loans held within the Trust Estate pursuant to Section 9.09(h2.13 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 a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if anyg)(ii) of each such Loan, the Indenture and to pay all amounts due (iiincluding any Issuer Derivative Payments and applicable Termination Payments) the amount of on any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received Derivative Product into separate Accounts established by the Administrative Agent hereunder from such Borrower Indenture Trustee within the Note Payment Fund and shall deposit the remainder to the Collection Fund to pay the remaining Program Expenses to the final redemption date of the Series 2004-2 Notes. The Indenture Trustee shall use the amounts on deposit in respect of each such Loan those Accounts to redeem the Series 2004-2 Notes on their Quarterly Distribution Date or Auction Rate Distribution Date, as appropriate, and each Bank’s share thereof. to pay any Issuer Derivative Payments (eincluding all applicable Termination Payments) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreementcorresponding Derivative Product.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made to it by each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto A-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and incorporated herein by reference collectively the "Revolving Notes"), and (with appropriate insertionsii) (collectivelyif Swingline Loans, 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) promissory note duly executed and delivered by the “Revolving Credit Notes”Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested by The Revolving Note issued to each Bank shall (i) be payable to the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (v) be subject to mandatory repayment as provided in Section 4.02 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note shall (i) be payable to the order of Scotiabank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (iii) mature on the Swingline Termination Date, (iv) bear interest as provided in Section 1.08(a) and (v) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby and the last date and amount or dates on which interest has been paid in respect of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) Loans, or affect the amount validity of any sum received such transfer by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain of such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNote.

Notes. (a) If 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 any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "Revolving Note" and, 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) If requested The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Loans 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 equal to any Borrower shall be evidenced by a Swingline Note the Revolving Loan Commitment of such Borrower substantially Lender (or, if issued after the form termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of Exhibit A-2 attached hereto such Lender at such time) and incorporated herein by referencebe payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 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 4.1, and mandatory repayment as provided in Section 4.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of its Note will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower's obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 1.5 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Note. No failure of any principal Lender to, request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such Bank to any Borrower Loan made by each Lender shall be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). The Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and incorporated herein be dated the Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Loan made by reference such Lender on the Effective Date (with 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 Loan evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate insertions) (collectivelyclause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may from time be, evidenced thereby, (vi) be subject to time voluntary prepayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02, and (vii) be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving entitled to the benefits of this Agreement and the other 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”)Documents. (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each the Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of its Note endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoan. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If 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 14.15 and shall, if requested by any Banksuch Lender as provided below, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto 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 incorporated herein by reference (with appropriate insertions) (collectivelyregistration of the provision of an Incremental Commitment, or as soon thereafter as practicable, new Notes, as the same case may from time be, shall be issued to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement the respective Incremental Lender at the request of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”)such Incremental Lender. (b) If requested The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Lender or its registered assigns and be dated the form Initial Borrowing Date (or, in the case of Exhibit A-2 attached hereto Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the 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 incorporated herein by referencebe payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and, prior to any Borrower and transfer of any of its Notes, will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation or endorsement shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to any Borrower Lenders shall be evidenced by a Revolving Credit Note promissory note of such Borrower the Borrower, substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference A-1, in the case of Tranche A Loans (each, a "Tranche A Note"), or Exhibit A-2, in the case of Tranche B Loans (each, a "Tranche B Note"), with appropriate insertionsinsertions as to payee, date and principal amount, payable to the order of the Administrative Agent for the ratable benefit of the Lenders and in a principal amount equal to the lesser of (a) the initial aggregate Commitments of the Lenders and (collectivelyb) the aggregate unpaid principal amount of all Tranche A Loans or Tranche B Loans, as the same case may from time to time be amendedbe, 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) If requested made by the Swingline Bank, the Swingline Loans Lenders. The Administrative Agent is hereby authorized to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type the Borrowing Tranche and Interest Period (if any) amount of each Loan the Revolving Credit Loans made by it the Lenders, each continuation thereof, each conversion of all or a portion thereof to any Borrower and another Borrowing Tranche, the date and amount of each payment or prepayment of principal and/or interest made by such Borrower thereof and, in the case of Revolving Credit Loans with Euro-Rate Option, the length of each Interest Period with respect thereto; , on the schedule annexed to and constituting a part of its Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by error in such Bank in connection with any recordation shall not affect the Borrower's obligations hereunder or under such recordationNote. The books and records of each Bank showing the account between such Bank and such Borrower Each Note shall 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 Loanbe dated the Omnibus Amendment Effective Date, (ii) be stated to mature on the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan Maturity Date and (iii) provide for the amount payment of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank interest in accordance with the terms of this AgreementSection 4.1.

Notes. (a) If requested The Term Loans made by any Bank, each Lender and the Revolving Loans Letter of such Bank Credit Obligations owed to any Borrower each Lender shall be evidenced by a Revolving Credit Note promissory note of such Borrower the Borrowers substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (A, with appropriate insertions) insertions therein as to date and principal amount (collectively, each as the same may indorsed or modified from time to time time, a "Note" 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, with interest thereon as prescribed in Section 2.06. Each Note shall (i) be amendeddated the Effective Date, modified, extended, renewed, restated (ii) be stated to mature on the Termination Date and (iii) bear interest from the date thereof on the unpaid principal balance thereof at the applicable interest rate or replaced rates per annum determined as provided in Section 2.06. The (including, without limitation, any Revolving Credit Note issued in full or partial replacement i) date and amount of the Term Loan made by a Lender consisting of an existing Revolving Credit Note as Alternate Base Rate Loan, a result of an assignment by Eurodollar Rate Loan or a Bankcombination thereof, (ii) the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type interest rate and Interest Period (if any) applicable to Eurodollar Rate Loan , and (iii) each payment and prepayment of each Loan made the principal thereof, shall be recorded by it such Lender on its books and, prior to any Borrower and the date and amount transfer of each payment of principal and/or interest made its Note, indorsed by such Borrower with respect thereto; providedLender on the schedule attached thereto or any continuation thereof, however, provided that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower indorsement shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of not affect the obligations of each Borrower therein recorded; provided, however, that the failure Borrowers to make payment when due of any Bank or amount owing under the Administrative Agent to maintain such account, such Register or such subaccount, Loan Documents. Interest on each Note shall be payable as applicable, or any error therein, shall not specified in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementSection 2.06(b).

Notes. (a) If requested Each Borrower's obligation to pay the ----- principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) if B Term Loans, by a Revolving Credit Note of such Borrower promissory note, substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "B Term Note" and, collectively, as the same may from time to time be amended"B Term Notes"), modified(ii) if Revolving Loans, 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) promissory note substantially in the “form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each a "Revolving Credit Note" and, collectively, the "Revolving Notes”"). (b) If requested The B Term Note issued to each Bank with a B Term Loan Commitment shall (i) be executed by each Borrower, (ii) be payable to the Swingline 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 Swingline 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 Borrower shall 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 by a Swingline Note thereby, (iv) mature on the B Term Maturity Date, (v) bear interest as provided in the appropriate clause of such Borrower substantially Section 1.08 in respect of the form Base Rate Loans and Eurodollar Loans, as the case may be, 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 Exhibit A-2 attached hereto this Agreement and incorporated herein by referencethe other Credit Documents. (c) The Revolving Notes issued to each Bank with a Revolving Loan Commitment shall (i) be executed by each Borrower, (ii) be payable to the order of such Bank 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 Revolving Loans incurred by such Borrower and evidenced thereby, (iv) mature on the Revolving Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 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 Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrowers' obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ai) If requested by any BankThe Borrowers' joint and several obligations to pay the principal of, and interest on, the Revolving Loans of such Bank to any Borrower Calibur Consolidated Loan shall be evidenced by a Revolving Credit Note of such Borrower an amended, restated and consolidated promissory note duly executed and delivered by the Borrowers substantially in substantially the form of Exhibit A-1 attached hereto B-1 (the "A Note") and incorporated herein (ii) the Borrowers' joint and several obligation to pay the principal of, and interest on, the Consolidated Bridge Loan shall be evidenced by reference (with appropriate insertions) (collectively, as the same may from time to time be an amended, modifiedrestated and consolidated promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit B-2 hereto (the "B Note," and together with the A Note, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued the "Notes") with blanks appropriately completed in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”)conformity herewith. (b) If requested The A Note shall (i) be payable by the Swingline BankBorrowers to the order of the Lender and be dated the Closing Date, (ii) be in a stated principal amount of $4,200,000, (iii) mature on the Swingline Loans Maturity Date, (iv) bear interest as provided in Section 2.5, (v) be entitled to any Borrower shall the benefits of this Agreement and the other Credit Documents pari passu with the B Note, and (vi) be evidenced guaranteed by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by referenceGuarantor. (c) Each Bank The B Note shall record (i) be jointly and severally payable by the Borrowers to the order of the Lender and be dated the Closing Date, (ii) be in its books a stated principal amount of up to $2,800,000, (iii) mature on the Maturity Date, (iv) bear interest as provided in Section 2.5, and records (v) be entitled to the date, amount, Type and Interest Period (if any) benefits of each Loan made by it to any Borrower this Agreement and the date and amount of each payment of principal and/or interest made by such Borrower other Credit Documents pari passu with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorA Note. (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) Lender will note on its internal records the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder payment in respect of each such Loan of the A Note and (iii) the B Note and will prior to any transfer of either of the Notes endorse on the reverse side thereof the outstanding principal amount of the Consolidated Loan evidenced thereby. Failure to make such notation shall not affect any sum received by the Administrative Agent hereunder from such Borrower Borrower's obligations in respect of each such Loan and each Bank’s share thereofthe Loan. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the Revolving Loans indebtedness of the Borrower to such Lender as a result of the Advances of such Bank Lender, including the amounts of principal, interest and other amounts payable and paid to any Borrower shall be evidenced by a Revolving Credit 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 Lender 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordationthe Notes. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained by each Lender pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be foregoing sentence shall constitute prima facie evidence of the existence and amounts of the obligations of each Borrower Advances and other Obligations therein recorded; provided, however, that the failure of any Bank or the Administrative Agent Lender to maintain such account, such Register account or such subaccount, as applicableaccounts, or any error therein, shall not in any manner affect the obligation obligations of each the Borrower to repay (with applicable interest) or pay the Loans Advances made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Borrower by such Bank 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 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 form of Exhibit B hereto (each, a “Note,” and, collectively, the “Notes”). The Note issued to each Lender on the Borrowing Date shall (1) be executed by the Borrower and “avalado” by each of the Guarantors, (2) qualify as a ▇▇▇▇▇▇ under Mexican law, (3) be payable to the order of such Lender and be dated as of the Borrowing Date, (4) be in a stated principal amount equal to the Advance of such Lender made on such date, (5) provide for repayment of principal as provided in Section 2.04(b) and (6) bear interest as provided in Section 2.05. Each Lender agrees that, unless the 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 9.07. (c) Upon receipt by any Lender of a Note issued in replacement of, or in exchange for, any other Note (the “Original Note”) pursuant to Section 9.07(d), such Lender shall return the Original Note to the Borrower marked “canceled.”

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) If requested Borrowers agree that, upon the request to Agent by any BankLender if and to the extent that such Lender has a Commitment as of date of request, the Revolving Loans of or in connection with any assignment pursuant to Section 11.5(c), to evidence such Bank Lender’s Loans, Borrowers will execute and deliver to any Borrower shall be evidenced by such Lender a Revolving Credit Note of such Borrower Note, Term Note, Equipment Loans Note, and/or Term Loans B Note, as applicable, substantially in substantially the form forms of Exhibit A-1 attached hereto and incorporated herein by reference (2.11(a), with appropriate insertions) insertions as to payee, date and principal amount (collectivelyeach, as the same may amended, supplemented, replaced or otherwise modified from time to time be amendedtime, modifieda “Note” and, extendedcollectively, 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”), 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, and/or Term Loans 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) If requested by The Revolving Loans and Borrowers’ obligation to repay the Swingline Bank, the Swingline Loans to any Borrower same shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the dateRevolving Notes, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower this Agreement and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing Agent and the account between such Bank Revolving Loan Lenders. The Term Loans and such Borrower Borrowers’ obligation to repay the same shall be conclusive evidence evidenced by the Term Loan Notes, this Agreement and the books and records of Agent and the items set forth therein in Term Loan Lenders. The Equipment Loans and Borrowers’ obligation to repay the absence same shall be evidenced by the Equipment Loans Notes, this Agreement and the books and records of manifest error. (d) Agent and the Equipment Loan Lenders. The Administrative Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term Loan 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 9.09(h)10.13, and a subaccount therein for each BankLender, in which Register and subaccounts (taken together) shall be recorded (i) datethe amount of each Loan made hereunder, amountwhether each such Loan is a LIBOR Lending Rate Portion, Type a Prime Lending Rate Portion or COF Lending Rate Loans, and each Interest Period (Period, if any) of each such Loan, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower Borrowers to each Bank Lender hereunder in respect of each such Loan and (iii) both the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan Borrowers and each BankLender’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the any failure of any Bank or the Administrative by Agent to maintain such account, such the Register or any such subaccountsubaccount with respect to any Loan or continuation, as applicable, conversion or any error therein, payment thereof shall not in any manner limit or otherwise affect Borrowers’ obligations hereunder or under the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced by a Revolving Credit Note single joint and several promissory note of such Borrower the Borrowers in substantially the form of Exhibit A-1 attached hereto (each, a “Revolving Credit Note” 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”). Each Revolving Credit Note shall be dated the date hereof, shall be payable to the order of such Bank in a principal amount equal to such Bank’s Revolving Credit Commitment as originally in effect, and shall otherwise be duly completed. The Revolving Credit Notes shall be payable as provided in Sections 2.1 and 2.5 hereof. (b) If requested The Swing Line Loans made by the Swingline Bank, the Swingline Loans to any Borrower each Swing Line Bank shall be evidenced by a Swingline Note single joint and several promissory note of such Borrower the Borrowers in substantially the form of Exhibit A-2 attached hereto (each, a “Swing Line Note” and incorporated herein by referencecollectively, the “Swing Line Notes”). Each Swing Line Note shall be dated the date hereof, shall be payable to the order of such Swing Line Bank in a principal amount equal to such Swing Line Bank’s Swing Line Commitment as originally in effect, and shall otherwise be duly completed. The Swing Line Notes shall be payable as provided in Sections 2.5 and 2.23 hereof. (c) Each Bank shall record in enter on a schedule with respect to its books and records the date, amount, Type and Interest Period (if any) of Note a notation with respect to each Loan made by it to any Borrower and hereunder of: (i) the date and principal amount of each payment of principal and/or interest made by such Borrower with respect 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 thereof and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 each payment and repayment of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) . The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain make a notation on any such account, such Register or such subaccount, schedule as applicable, or any error therein, aforesaid shall not in any manner limit or otherwise affect the joint and several obligation of each Borrower the Borrowers to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the their respective terms of this Agreementas set forth herein.

Notes. (a) If 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 14.15 and shall, if requested by any Banksuch Lender as provided below, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a “Note” and, 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) If requested The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Lender or its registered assigns and be dated the form Original Closing Date or, in the case of Exhibit A-2 attached hereto Notes issued after the Original Closing Date, be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the 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 incorporated herein by referencebe payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and, prior to any Borrower and transfer of any of its Notes, will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation or endorsement shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested The Company's obligation to pay the principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) in the case of Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference EXHIBIT B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) in the case of Swingline Loans, 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) promissory note substantially in the “Revolving Credit Notes”form of EXHIBIT B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankCompany, (ii) be payable to such Bank or its registered assigns and be dated the Swingline Loans Initial Borrowing Date, (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the Revolving Loan Commitment of such Borrower substantially Bank and be payable in the form principal amount of Exhibit A-2 attached hereto the outstanding 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 incorporated herein by referenceEurodollar Loans, as the case may be, 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 the Credit Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Company, (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 the Credit Documents. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Company's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made by each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note duly executed and delivered by the “Revolving Credit Notes”Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the outstanding Revolving Loans evidenced thereby from time to time, (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 Eurodollar Loans, as the case may be, 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. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the Effective 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 from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by such Bank effort in connection with any such recordation. The books and records of each Bank showing notation or endorsement shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ai) If requested by any Bank, the Revolving Loans The Secured Notes of such Bank each Class sold to any Borrower Persons that are not U.S. persons in offshore transactions in reliance on Regulation S shall each be evidenced by a Revolving Credit Note of such Borrower issued initially in substantially the form of one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Note”), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (ii) Except as set forth in paragraph (iv) of this Section 2.2(b), the Secured Notes of each Class sold to U.S. persons that are QIB/QPs shall each be issued initially in the form of one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Note”) and incorporated herein shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by reference the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (with appropriate insertionsiii) The Notes of each Class sold to U.S. persons that are IAI/QPs shall each be issued in the form of one or more definitive, fully registered notes without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto (collectivelya “Certificated Note”) and shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Co-Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The Notes of each Class sold to Persons that are QIB/QPs, at the same request of such Person at the time of acquisition, purported acquisition or proposed acquisition, shall be issued in the form of Certificated Notes and shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Co-Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (v) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global Notes may from time to time be amended, modified, extended, renewed, restated increased 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 decreased by a Bank) adjustments made on the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal Trustee or interest due and payable DTC or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccountits nominee, as applicablethe case may be, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreementas hereinafter provided.

Notes. (a) If requested by any BankThe Company's obligation to pay the principal of, and interest on, the Revolving Loans of such made by each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note duly executed and delivered by the Company substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes"), modifiedand (ii) if Swingline Loans, 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) promissory note duly executed and delivered by the “Revolving Credit Notes”Company substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankCompany, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Restatement Effective Date, (iii) be in a stated principal amount equal to the Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein 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 Eurodollar Rate Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Subsidiaries Guaranty and be secured by referencethe Security Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Company, (ii) be payable to the order of BTCo and be dated the Restatement Effective 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 from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vi) be entitled to the benefits of this Agreement and the Subsidiaries Guaranty and be secured by the Security Documents. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Company's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ai) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Bridge Loan made by a Lender shall be evidenced, at such Lender's option, by a promissory note, duly executed and delivered by the Borrower and in a form to be agreed prior to the Initial Borrowing Date (each, a "Note" and, collectively, the "Notes"), with blanks appropriately completed in conformity herewith. Such Note shall (A) be payable to the order of such Lender and be dated the date of execution thereof, (B) be in a stated principal amount equal to the principal amount of the Bridge Loan of such Lender and be payable in the unpaid principal amount evidenced thereby, (C) mature on the Maturity Date, (D) bear interest as provided in Section 1.3, and (E) be entitled to the benefits of this Agreement and the other Credit Documents. Upon repayment in full of amounts due under such Note, such Lender shall return it to the Borrower. (ii) 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 Bridge Loans of such Bank Lender, including the amounts of principal, interest and other amounts payable and paid to any Borrower shall be evidenced by a Revolving Credit 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 Lender 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of the Notes evidencing such Bank to make any such recordation or any mistake by such Bank in connection with any such recordationBridge Loans. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made by each Lender in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be such accounts shall constitute prima facie evidence of the existence and amounts of the obligations of each Borrower Bridge Loans and other Obligations therein recorded; provided, however, that the failure of any Bank or the Administrative Agent Lender to maintain such account, such Register account or such subaccount, as applicableaccounts, or any error therein, shall not in any manner affect the obligation obligations of each the Borrower to repay (with applicable interest) or pay the Bridge Loans made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Borrower by such Bank Lender hereunder in accordance with the terms of this Agreement.

Notes. (a) If requested by The principal of and interest on the Class A Notes and any Bank, Issuer Derivative Payments which are paid on a parity with interest on the Revolving Loans of Class A Notes are payable on a superior basis to such Bank to payments on the Class B Notes and any Borrower shall be evidenced by Issuer Derivative Payments which are paid on a Revolving Credit Note of such Borrower in substantially parity with interest on 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 Class B Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect thereto; provided, however, that current principal and interest may be paid on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the Indenture. Except as provided in the Indenture, principal allocated to pay the Class A Notes will be use to provide for payment of the Class A-1 Notes, then to provide for payment of the Class A-2 Notes, then to provide for payment of the Class A-3 Notes, then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and Class A-5c Notes, and then, on a pro rata basis, to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is transferable on the note register kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this note for transfer at the designated corporate trust office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer, including Annex 1 and Annex 3 to Appendix C to the Indenture, in form satisfactory to the Indenture Trustee duly executed by, the Registered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. The Class A-5a Notes have not been registered or qualified under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. No transfer, sale, pledge or other disposition of any Class A-5a Note, or any interest therein, shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act, or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is made without registration or qualification, the Indenture Trustee shall require, in order to assure compliance with such laws, that the prospective transferor and transferee each Borrower certify to repay each Loan the Issuer and the Indenture Trustee in writing the facts surrounding the transfer. Such certifications shall be substantially in the forms of Annex 1 and Annex 3 to Appendix C to the Indenture. Such certifications shall be deemed to have been made by the transferor and transferee with respect to any transfer of an interest in a Bank Class A-5a Note that is in book-entry form. None of the Issuer, the Administrator, the Eligible Lender Trustee or the Indenture Trustee is obligated to register or qualify the Class A-5a Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of Class A-5a Notes, or interests therein, without registration or qualification. Any registered owner of a Class A-5a Note desiring to effect such Borrower under transfer is hereby deemed to have indemnified the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal or state laws. Notwithstanding the foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this Agreement note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this note for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any such agent shall be absolute and unconditional, notwithstanding any failure of such Bank affected by notice to make any such recordation or any mistake by such Bank in connection with any such recordationthe contrary. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to To the extent permitted by applicable lawthe Indenture, be prima facie evidence modifications or alterations of the existence Indenture and amounts any supplemental indenture may be made with the consent of less than all of the obligations Registered Owners of each Borrower therein recorded; provided, however, that the failure Series 2004-2 Notes then outstanding or without the consent of any Bank of such Registered Owners (by reason of a change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the Administrative Agent maturity date, Stated Maturity, amount, Quarterly Distribution Date, or rate of interest on any outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not have the right to maintain demand payment of this note or any interest hereon out of funds raised or to be raised by taxation. Any capitalized term used herein and not otherwise defined herein shall have the same meaning ascribed to such accountterm in the Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Nebraska to happen, such Register exist, and be performed precedent to and in the issuance of this note, and the passage of said resolution and the execution of said Indenture, have happened, exist and have been performed as so required. IN TESTIMONY WHEREOF, the Board of Directors of NELNET EDUCATION LOAN FUNDING, INC. has caused this note to be executed by the manual or such subaccountfacsimile signatures of the President and Secretary of the Issuer all as of the Original Issue Date. NELNET EDUCATION LOAN FUNDING, INC. By ----------------------------------------- President By ----------------------------------------- Secretary CERTIFICATE OF AUTHENTICATION This note is one of the Class A-5a Notes designated therein and described in the within-mentioned Indenture. WELLS FARGO BANK, NATIONAL ASSOCIATION, as applicableIndenture Trustee By ---------------------------------------- Authorized Signatory Authentication Date: ------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interestother identifying number __________) the Loans made within note and all rights thereunder and hereby irrevocably appoints __________ attorney to such Borrower by such Bank transfer the within note on the books kept for registration thereof, with full power of substitution in accordance the premises. Dated: SIGNED: ------------------ ------------------------------------ NOTICE: The signature on this Assignment must correspond with the terms name of the Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: -------------------------------- Signature(s) must be guaranteed by an eligible guarantor institution pursuant to Securities and Exchange Commission Rule 17Ad-15 that is a participant in a signature guarantor program recognized by the Indenture Trustee ANNEX 1 REMARKETING TERMS NOTICE AND SPREAD DETERMINATION NOTICE ANNEX 2 SCHEDULE OF EXCHANGES IN GLOBAL NOTE The following exchanges of a part of this AgreementGlobal Certificate have been made: --------- -------------------- ----------------- -------------------- ------------------ Amount of Principal Amount of Amount of Decrease Increase in this Global Signature of in Principal Amount Principal Amount Certificate Authorized of this Global of this Global following such Officer of Date of Certificate Certificate Decrease (or Indenture Trustee Exchange Increase) --------- -------------------- ----------------- -------------------- ------------------ EXHIBIT C FORM OF AUCTION RATE NOTES [THIS CLASS A-5a NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, AS A MATTER OF U.S. LAW, MAY NOT BE OFFERED OR SOLD IN VIOLATION OF THE SECURITIES ACT OR SUCH OTHER LAWS. THIS NOTE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF NOT LESS THAN $50,000 AND ANY INTEGRAL MULTIPLE THEREOF. THE HOLDER HEREOF, BY PURCHASING OR ACCEPTING THIS CLASS A-5a NOTE IS HEREBY DEEMED TO HAVE AGREED FOR THE BENEFIT OF THE ISSUER AND THE INITIAL PURCHASERS THAT IT WILL RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE, AS A MATTER OF U.S. LAW, ONLY (A)(1) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE, PURSUANT TO RULE 144A PROMULGATED UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A (A "QUALIFIED INSTITUTIONAL BUYER"), THAT IS ACQUIRING THIS CLASS A-5a NOTE FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT ) OUTSIDE THE UNITED STATES OF AMERICA ACQUIRING THIS CLASS A-5a NOTE IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION. UPON ACQUISITION OR TRANSFER OF A CLASS A-5a NOTE OR A BENEFICIAL INTEREST IN A CLASS A-5a NOTE, AS THE CASE MAY BE, BY, FOR OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN"), SUCH CLASS A-5a NOTE OWNER SHALL BE DEEMED TO HAVE REPRESENTED THAT SUCH ACQUISITION OR PURCHASE WILL NOT CONSTITUTE OR OTHERWISE RESULT IN: (I) IN THE CASE OF A PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A NON-EXEMPT PROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY A CLASS OR OTHER APPLICABLE EXEMPTION AND (II) IN THE CASE OF A PLAN SUBJECT TO A SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR FOREIGN LAW ("SIMILAR LAW"), A NON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY SIMILAR LAW. ANY TRANSFER FOUND TO HAVE BEEN MADE IN VIOLATION OF SUCH DEEMED REPRESENTATION SHALL BE NULL AND VOID AND OF NO EFFECT. THIS CLASS A-5a NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES UNDERTAKEN OR REPRESENTED BY THE HOLDER, FOR RESALES AND OTHER TRANSFERS OF THIS CLASS A-5a NOTE, TO REFLECT ANY CHANGE IN APPLICABLE LAWS OR REGULATIONS (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND ANY BENEFICIAL OWNER OF ANY INTEREST THEREIN SHALL BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS CLASS A-5a NOTE AND ANY CLASS A-5a NOTE ISSUED IN EXCHANGE OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON) AND AGREES TO TRANSFER THIS CLASS A-5a NOTE ONLY IN ACCORDANCE WITH ANY SUCH AMENDMENT OR SUPPLEMENT IN ACCORDANCE WITH APPLICABLE LAW IN EFFECT AT THE DATE OF SUCH TRANSFER.] EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY NELNET EDUCATION LOAN FUNDING, INC. STUDENT LOAN ASSET-BACKED NOTE [SENIOR CLASS 2004-2A[-5A][-5B][-5C]] [SUBORDINATE CLASS 2004-2B[-1][-2]] AUCTION RATE NOTES REGISTERED NO. R-__ REGISTERED $__________ MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP NO. ISIN NO. _________ 25, ____ Auction Rate April 29, 2004 64031R__ US64031R__ PRINCIPAL SUM: **___________________ DOLLARS** REGISTERED OWNER: **CEDE & CO.** NELNET EDUCATION LOAN FUNDING, INC., a corporation organized under the corporation laws of the State of Nebraska (the "Issuer," which term includes any successor corporation under the Indenture of Trust, dated as of April 1, 2004 (the "Indenture"), among the Issuer, Wells Fargo Bank, National Association, as eligible lender trustee, ▇▇▇ ▇ells Fargo Bank, National Association, as trustee (the "Indenture T▇▇▇▇▇e," which term includes any successor trus

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made by each Bank to any the Borrower shall be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto B-1 with blanks appropriately completed in conformity herewith (each, a "Note" and, collectively, the "Notes"). The Note issued by the Borrower to each Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank or its assigns reflected in the Register and incorporated herein by reference be dated the Effective Date (with or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Bank (or, if issued after the termination of such Commitment, be in a stated principal amount equal to the outstanding Loans of such Bank at such time) and be payable in the principal amount of the outstanding Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate insertions) (collectivelyclause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may from time be, evidenced thereby, (vi) be subject to time voluntary prepayment as provided in Section 3.01, or mandatory repayment as provided in Section 3.02 and (vii) be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving entitled to the benefits of this Agreement and the other 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”)Documents. (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of its Note properly endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation (or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the 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 togethernotation) shall be recorded (i) date, amount, Type and Interest Period (if any) not affect the Borrower's obligations to the holder from time to time of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Note in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the Revolving Loans of such Bank to any Borrower The Advance shall be evidenced by a Revolving Credit Note. Each Note of such Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference shall (with appropriate insertions1) (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) If requested by the Swingline BankBorrower, (2) be payable to the Swingline Loans Lender and be dated the Closing Date, (3) be in a stated principal amount equal to any Borrower shall the Advance made on the Closing Date, (4) provide the amortization schedule for the relevant Advances, (5) bear interest as provided in this Agreement, and (6) be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the English. The date and amount of each payment of principal and/or 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 such Borrower with respect theretomatters; 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 unconditional, notwithstanding any failure of such Bank the Lender to make any such recordation or any mistake by such Bank in connection with 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 recordationrequest, issue one or more new Notes to reflect any change in the interest rate applicable to the Advance or any assignment of the Lender's commitment. Each new Note shall be executed before a notary public in the Local Country. The books issuance, execution and records delivery of each Bank showing 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 account between such Bank Lender and such Borrower the B01rnwer and shall be conclusive evidence not limit, reduce or otherwise affect the obligations or rights of the items set forth therein in Borrower under this Agreement, and the absence rights and claims of manifest error.the Lender under any Note shall not replace or supersede the rights and claims of the Lender under this Agreement.  (db) The Administrative Agent shall maintain Notwithstanding discharge in full of any Note, if the Register amount (including, without limitation, Default Interest and additional amounts with respect to Taxes due pursuant to Section 9.09(h), 2.11 of this Agreement and a subaccount for each Bank, others in which Register connection therewith) paid or payable to the Lender under such Note (whether arising from the enforcement thereof in the Local Country or otherwise) is less than the aggregate of amounts and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest payments due and payable to the Lender in accordance with this Agreement with respect to the Advance, or to become due and payable from portion thereof, evidenced by such Note, the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shallagrees, to the fullest extent permitted by applicable lawit may effectively do so, be prima facie evidence of to pay to the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain Lender upon demand such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank difference in accordance with the terms of Section 2.10 hereunder and as otherwise specified in this Agreement.. 

Notes. (a) If requested The Borrower's obligation to pay the principal of, ----- and interest on, all the Loans made to it by any Bankeach Bank shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.17 and, subject to the Revolving Loans provisions of such Bank to any Borrower Section 1.05(f), shall be evidenced (i) if Term Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Term Note" and, collectively, as the same may from time to time be amended"Term Notes"), modified(ii) if Revolving Loans, 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 Bankpromissory 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 “Revolving Credit Notes”form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Term Note issued to each Bank with a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Swingline BankBorrower, (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 Swingline Loans date of issuance thereof), (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the Term Loan Commitment of such Borrower substantially Bank on the form Initial Borrowing Date (or, in the case of Exhibit A-2 attached hereto 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 incorporated herein by referencebe payable in the principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment 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. (c) The Revolving Note issued to each RL Bank shall (i) be executed by the Borrower, (ii) be payable to such RL 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 RL Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 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. (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 Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower's obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (df) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, Notwithstanding anything to the extent permitted by applicable lawcontrary contained above or elsewhere in this Agreement, Notes shall only be prima facie evidence delivered to Banks which at any time specifically request the delivery of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the such Notes. No failure of any Bank to request or obtain a Note evidencing its Loans to the Administrative Agent Borrower shall affect or in any manner impair the obligations of the Borrower to maintain such accountpay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or guaranties therefor provided pursuant to the various Credit Documents. Any 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 (e). At any time when any Bank requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Bank the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If 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 any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested The Note issued to each Lender that has outstanding Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially Lender as of the form Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Loans of Exhibit A-2 attached hereto such Lender at such time) and incorporated herein by referencebe payable in the outstanding principal amount of Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of any of its Notes will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorNotes or Loans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable obtain a Note evidencing its Loans shall affect or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoan(s).

Notes. (a) If 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 14.15 and shall, if requested by any Banksuch Lender as provided below, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a “Note” and, 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) If requested The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Lender or its registered assigns and be dated the form Initial Borrowing Date (or, in the case of Exhibit A-2 attached hereto Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the 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 incorporated herein by referencebe payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and, prior to any Borrower and transfer of any of its Notes, will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation or endorsement shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any Bank, the The Revolving Loans of such Bank to any Borrower made by each Lender shall be evidenced by a Revolving Credit Note of such Borrower appropriately completed 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) If requested EXHIBIT A-1. The Swingline Loans made by the Swingline Bank, the Swingline Loans to any Borrower Lender shall be evidenced by a Swingline Note of such Borrower appropriately completed in substantially the form of Exhibit A-2 attached hereto EXHIBIT A-2. (b) Each Revolving Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and incorporated herein Acceptance), (iv) be in a stated principal amount equal to such Lender's 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 Revolving Loans made by referencesuch Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Bank The Swingline Note shall record (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender, (iii) be dated as of the Closing Date, (iv) be in its books a stated principal amount equal to 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 Swingline Loans, and records (vi) be entitled to all the date, amount, Type and Interest Period (if any) benefits of each Loan made by it to any Borrower this Agreement and the date other Credit Documents and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that subject to the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute provisions hereof and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorthereof. (d) The Administrative Agent shall maintain Each Lender will record on its internal records the Register pursuant to Section 9.09(h), amount and a subaccount for Type of each BankRevolving Loan made by it and each payment received by it in respect thereof and will, in which Register and subaccounts the event of any transfer of any of its Revolving Notes, either endorse on the reverse side thereof or on a schedule attached thereto (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (iior any continuation thereof) the outstanding principal amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries Type of the Administrative Agent, Section 2.03(d)) shall, Revolving Loans evidenced thereby as of the date of transfer or provide such information on a schedule to the extent permitted by applicable law, be prima facie evidence of the existence Assignment and amounts of the obligations of each Borrower therein recordedAcceptance relating to such transfer; provided, however, that the failure of any Bank Lender to make any such recordation or the Administrative Agent to maintain provide any such account, such Register or such subaccount, as applicableinformation, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) Borrower's obligations under this Agreement or the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementRevolving Notes.

Notes. (a) If requested by any BankThe Borrowers’ obligation to pay the principal of, and interest on, the Revolving Loans made to the Borrowers by each Lender shall be set forth on the Register maintained by the Administrative Agent and, subject to the provisions of such Bank to any Borrower SECTION 2.05 (c), shall be evidenced by by, at the request of the applicable Lender, a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference N-1, with blanks appropriately completed in conformity herewith (with appropriate insertions) (collectivelyeach, as the same may be amended, supplemented or otherwise modified from time to time be amendedtime, 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 NotesNote”). (b) If requested The Note issued to each requesting Lender shall (i) be executed jointly by each of the Swingline BankBorrowers, (ii) be payable to 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 Swingline Loans date of issuance thereof), (iii) be in a stated principal amount equal to any Borrower shall such Lender’s Commitment on the Closing Date or on the date of the issuance thereof (if issued after the Closing Date) and be payable in the principal amount of Revolving Advances evidenced by a Swingline Note thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided herein and (vi) be entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother Loan Documents. (c) Each Bank Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall record 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 the Borrowers shall affect or in its books and records the 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 of principal and/or interest made by such Borrower with respect thereto; provided, however, that manner impair the obligation of each Borrower the Borrowers to repay each Loan made by a Bank to such Borrower under pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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)Agreement, and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner way affect the obligation security or Guaranties therefor provided pursuant to the Loan Documents. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, each Borrower shall promptly jointly execute and deliver to repay (with applicable interest) that Lender the Loans made requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested The A Loans made by any Bank, each Lender to the Revolving Loans of such Bank to any Borrower Lessor ----- shall be evidenced by a Revolving Credit Note note of such Borrower the Lessor (an "A Note"), substantially in substantially the ------ form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as and the same may from time B Loans made by each ----------- Lender 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower Lessor shall be evidenced by a Swingline Note note of such Borrower the Lessor (a "B Note") substantially in the ------ form of Exhibit A-2 attached hereto with appropriate insertions, each duly executed by the ----------- Lessor and incorporated herein by reference. payable to the order of such Lender and in a principal amount equal to such Lender's Commitment Percentage of the A Percentage of the aggregate Commitments of the Funding Parties and the B Percentage of the aggregate Commitments of the Funding Parties, respectively (c) Each Bank shall record in its books and records or, if less, the dateaggregate unpaid principal amount of all A Loans or B Loans, amountas the case may be, Type and Interest Period (if any) of each Loan made by it such Lender to any Borrower the Lessor). The Notes shall be dated the Closing Date and delivered to the Agent in accordance with Section 3.1 of the Master Agreement. Each Lender is hereby authorized to record the date and amount of each payment of principal and/or interest Loan made by such Borrower Lender to the Lessor on the Notes, but the failure by such Lender to so record such Loan shall not affect or impair any obligations with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement . Each Note shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 be stated to mature no later than the Lease Termination Date and Interest Period (if any) of each such Loan, (ii) bear interest on the unpaid principal amount of any principal or thereof from time to time outstanding at the applicable interest due rate per annum determined as provided in, and payable as specified in, Section 2.4. Upon the ----------- occurrence of an Event of Default under clause (g) of Article XII of the Lease, ---------- ----------- or to upon Acceleration as described in Section 4.3(b) hereof, each Note shall -------------- automatically become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereoffull. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made to it by each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note", and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note duly executed and delivered by the “Revolving Credit Notes”Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank with a Revolving Commitment shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Effective Date, (iii) be in a stated principal amount equal to the Revolving Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 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. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of any of its Notes, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation (or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the 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 togethernotation) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) not affect the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If Each Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Bank to such Borrower shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 12.17(b) and shall, if requested by any Bank, the Revolving Loans of such Bank to any Borrower shall be evidenced by a Revolving Credit Note of promissory note duly executed and delivered by such Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "Revolving Note" and, 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) If requested The Revolving Note issued by each Borrower to each Bank shall (i) be payable to the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form First Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Loan Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iii) mature on such Bank's Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (v) be subject to voluntary prepayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02, and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Revolving Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Revolving Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Revolving Loans evidenced thereby. Failure to make any such recordation notation (or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the 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 togethernotation) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of not affect any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofRevolving Loans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Loans made by any Bank, the Revolving Loans of such Bank to any Borrower each Lender shall be evidenced (i) in ----- the case of Facility A Loans, by a Revolving Credit Facility A Note of such Borrower appropriately completed in substantially the form of Exhibit A-1 attached hereto EXHIBIT A-1, and incorporated herein (ii) in the case of Facility B Loans, by reference a Facility B Note appropriately completed in substantially the form of EXHIBIT A-2. (b) Each Facility A Note issued to a Facility A Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Amendment Effective Date, (iv) be in a stated principal amount equal to such Lender's Facility A Commitment, (v) bear interest in accordance with appropriate insertions) (collectivelythe provisions of SECTION 2.6, as the same may be applicable to the Facility A Loans made by such Lender from time to time time, and (vi) be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving entitled to all of the benefits of this Agreement and the other Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) Documents and subject to the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto provisions hereof and incorporated herein by referencethereof. (c) Each Bank Facility B Note issued to a Facility B Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Amendment Effective Date, (iv) be in a stated principal amount equal to such Lender's Facility B Commitment, (v) bear interest in accordance with the provisions of SECTION 2.6, as the same may be applicable to the Facility B 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 Documents and subject to the provisions hereof and thereof. (d) Each Lender will record in on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to and each payment received by it in respect thereof and will, in the event of any Borrower and transfer of any of its 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 as of the date of transfer or provide such information on a schedule to the Assignment and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank Acceptance relating to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedtransfer; provided, however, that the failure of any Bank -------- ------- Lender to make any such recordation or the Administrative Agent to maintain provide any such account, such Register or such subaccount, as applicableinformation, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) Borrower's obligations under this Agreement or the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. The Note Trustee, at its absolute discretion may, and if so directed in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Most Senior Class or if so directed by an Extraordinary Resolution of the holders of the Most Senior Class shall, (subject to being indemnified and/or prefunded and/or secured to its satisfaction as more particularly described in the Trust Deed) give a notice (an "Enforcement Notice") to the Issuer that all Classes of the Notes are immediately due and repayable at their respective Principal Amount Outstanding, together with accrued (but unpaid) interest as provided in the Trust Deed (with a copy of such Enforcement Notice being sent simultaneously to the Seller, the Security Trustee, the Swap Provider, the Servicer, the Issuer Account Bank and the Cash Manager), if any of the following events (each, an "Event of Default") occurs: (a) If requested subject to Condition 17 (Subordination by any BankDeferral), the Revolving Loans of such Bank to any Borrower shall be evidenced by a Revolving Credit 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan default is made by it to any Borrower and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 payment of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each the Notes and the default continues for: (i) a period of five Business Days in the case of principal, or (ii) three Business Days in the case of interest; or (b) if the Issuer fails to perform or observe any of its other obligations under these Conditions or any Transaction Document to which it is a party and the failure continues for a period of 15 days (or such Loan and longer period as the Note Trustee may permit) (iiiexcept that in any case where the Note Trustee considers the failure to be incapable of remedy, then no continuation or notice as is aforementioned will be required) following the amount of any sum received service by the Administrative Agent hereunder from such Borrower in respect Note Trustee on the Issuer of each such Loan and each Bank’s share thereof.notice requiring the same to be remedied; or (ec) The entries if any representation or warranty made in by the books, records Issuer under any Transaction Document is incorrect when made and Register and subaccounts maintained pursuant the matters giving rise to Section 2.03(csuch misrepresentation are not remedied within a period of 15 days (or such longer period as the Note Trustee may permit) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, except that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect case where the obligation of each Borrower to repay (with applicable interest) Note Trustee considers the Loans made matters giving rise to such Borrower misrepresentation to be incapable of remedy, then no continuation or notice as is hereinafter mentioned will be required) following the service by such Bank in accordance with the terms Note Trustee on the Issuer of this Agreement.notice requiring the same to be remedied; or COPY

Notes. (a) If requested Borrower's obligation to pay the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached 1.05 (a) hereto and incorporated herein by reference with blanks appropriately completed in conformity herewith (each a "Note" and, together with appropriate insertions) (the Swing Line Note, 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) If requested Borrower's obligation to repay the Swing Line Loans made by the Swingline Bank, the Swingline Loans to any Borrower Swing Line Bank shall be evidenced by a Swingline Note of such promissory note duly executed and delivered by the Borrower to the Swing Line Bank substantially in the form of Exhibit A-2 attached 1.05 (b) hereto (the "Swing Line Note"), and incorporated shall (i) be in a stated principal amount equal to the Swing Line Commitment, (ii) be payable as provided herein by referenceand mature on the Maturity Date, (iii) bear interest as provided in the appropriate clause of Section 1.08 and (iv) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Borrower's obligation to repay the Competitive Bid Loan shall be evidenced by the Competitive Bid Notes payable to the order of the Bank or Banks making such Loans. (d) Each Bank that was a party to the First Restated Agreement, shall record surrender its notes issued in connection with the execution and delivery of the First Restated Credit Agreement in exchange for a new Note reflecting both its books amended Commitment under this Agreement as of the Second Amended and Restated Effectiveness Date in accordance with the procedures described in clause (c) below. (e) The Note issued to each Bank shall (i) be executed by Borrower, (ii) be payable to the order of such Bank and be dated the Second Amended and Restated Effectiveness Date, (iii) be in a stated principal amount equal to the Commitment of such Bank on such date, (iv) be payable in the aggregate unpaid principal amount of the Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vii) be subject to mandatory prepayment as provided in Section 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Bank will note on its internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of any of its Notes, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower notation shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder not affect Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ai) If requested The obligation of the Borrower to repay Revolving Credit Loans made by any Bank, each Bank in respect of the Revolving Loans of such Bank Credit Facility and to any Borrower pay interest thereon shall be evidenced by a Revolving Credit Note of such the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (A hereto, with appropriate insertions) (collectively, as dated the same may from time date of this Agreement and payable to time be amendedthe order of such Bank on the last day of the Commitment Period, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement the principal amount of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”)its Commitment. (bA) If requested by The obligation of the Swingline Bank, Borrower to repay the Swingline Loans and to any Borrower pay interest thereon shall be evidenced by a Swingline Note promissory note of such the Borrower substantially in the form of Exhibit A-2 attached hereto and incorporated herein by referenceB, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (cB) Each The Swingline Note issued to the Agent shall be dated the date of this Agreement and payable to the order of the Agent on the last day of the Commitment Period, in the principal amount of the Swingline Facility and shall be entitled to the benefits of this Agreement, the Security Documents and the other Related Writings. (iii) The principal amount of the Revolving Credit Loans made by each Bank, and all prepayments thereof and the applicable dates with respect thereto shall be recorded by such Bank from time to time on any ledger or other record of such Bank or such Bank shall record in its books and records the 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 of principal and/or interest made such information by such Borrower with respect theretoother method as such Bank may generally employ; 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or record shall in no way detract from the Borrower's obligations under any mistake by Note. The aggregate unpaid amount of the Revolving Credit Loans shown on the records of such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive rebuttably presumptive 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), principal amount owing 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 unpaid on such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccountRevolving Credit Note, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreementcase may be.

Notes. (a) If requested by any BankThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to the Borrower by each Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 14.10(d) and, subject to the provisions of such Bank to any Borrower Section 2.04(c), shall be evidenced by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference C with blanks appropriately completed in conformity herewith (with appropriate insertions) (collectivelyeach, as the same may be amended, supplemented or otherwise modified from time to time be amendedtime, 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 NotesNote”). (b) If requested The Note issued to each Lender shall (i) be executed by the Swingline BankBorrower, (ii) be payable to 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 Swingline Loans date of issuance thereof), (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the principal amount of the Loan of such Borrower substantially Lender on the form date of Exhibit A-2 attached hereto the issuance thereof and incorporated be payable in the principal amount of the Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided for herein by referenceand (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Each Bank Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall record in its books and records only be delivered to Lenders which at any time specifically request the date, amount, Type and Interest Period (if any) delivery of each Loan made by it to any Borrower and the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any Notes. No failure of such Bank any Lender to make any such recordation request or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing obtain a Note evidencing its Loans to the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein affect or in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or Guaranties therefor provided pursuant to the Loan Documents. At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) that Lender the Loans made requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by any Bankeach Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.07(c) and, subject to the Revolving Loans provisions of such Bank to any Borrower Section 2.05(g), shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Revolving Note” and, 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”), (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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference[Reserved.] (c) The Revolving Note issued to each RL Lender 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 Revolving Loan Maturity Date, (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. (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 Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (dg) The Administrative Agent Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (f). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any Bank, The obligation of the Revolving Company to repay the Loans of such Bank to any Borrower ----- shall be evidenced by promissory notes, which promissory notes shall be issued in substitution and replacement of the "Notes" issued under the Existing Credit Agreement, payable to the order of each Lender, as applicable, in the forms of those attached hereto as Exhibit A-1 (the "Tranche A Notes"), Exhibit A-2 (the ----------- ----------- "Tranche B Notes"), Exhibit A-3 (the "Tranche C Note"), Exhibit A-4 (the ----------- ----------- "Tranche D Notes") and Exhibit A-5 (the "Tranche E Notes"). The Administrative ---- Agent shall deliver a Revolving Credit Note monthly statement of account to the Company setting forth the unpaid principal balance of Loans outstanding hereunder, and each Lender's interest therein, which statement shall (absent clerical error) be deemed conclusively correct and accepted by the Company unless the Company notifies the Administrative Agent to the contrary within fifteen (15) Business Days following delivery of such Borrower in substantially statement. Each Lender is hereby authorized to record the form of Exhibit A-1 attached hereto date 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to any Borrower advance, conversion and continuation and the date and amount of each such payment or prepayment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by such Lender, the applicable Eurodollar Interest Period, if any, and the interest rate with respect thereto, on the schedules annexed to and constituting a Bank to part of its respective Note or Notes (or by any analogous method any Lender may elect consistent with its customary practices), and any such Borrower under this Agreement recordation shall be absolute and unconditional, notwithstanding any constitute conclusive evidence of the accuracy of the information so recorded absent manifest error. The failure of such Bank any Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, notation shall not affect in any manner affect or to any extent the Company's obligation of each Borrower to repay (with applicable interest) pay and perform the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementObligations.

Notes. (a) If requested The Loans made by any Bank, the Revolving Loans of such Bank to any Borrower each Lender shall be evidenced by a Revolving Credit Revolver A Note of such Borrower appropriately completed in substantially the form of Exhibit A-1 attached hereto EXHIBIT A-1, a Revolver B Note appropriately completed in substantially the form of EXHIBIT A-2 and incorporated herein a Bid Loan Note appropriately completed in substantially the form of EXHIBIT A-3. The Notes issued to each Lender shall (i) be executed by reference the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or, in the case of Notes issued pursuant to an Assignment and Acceptance, as of the effective date thereof), (iv) bear interest in accordance with appropriate insertions) (collectivelythe provisions of SECTION 2.8, as the same may be applicable to the Loans made by such Lender from time to time time, and (v) be amendedentitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof. Committed Loan Notes shall be in a stated principal amount equal to such Lender's Revolver A Commitment and Revolver B Commitment, modifiedrespectively, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued and Bid Loan Notes shall be in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) stated principal amount equal to the “Revolving Credit Notes”)aggregate Revolver A Commitments. (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall Lender will record in on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to and each payment received by it in respect thereof and will, in the event of any Borrower and transfer of any of its Notes, either endorse on the reverse side thereof the outstanding principal amount of the Loans evidenced thereby as of the date of transfer or provide such information on Annex I to the Assignment and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank Acceptance relating to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedtransfer; provided, however, that the failure of any Bank Lender to make any such recordation or the Administrative Agent to maintain provide any such account, such Register or such subaccount, as applicableinformation, or any error thereinin such recordation or information, shall not in any manner affect the obligation Borrower's obligations in respect of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested The Loans made by any Bank, the Revolving Loans of such Bank to any Borrower each Lender shall be evidenced by a Revolving Credit Note of such Borrower appropriately completed in substantially the form of Exhibit A-1 attached hereto A. (b) Each Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or, in the case of a Note issued after the Closing Date, dated the effective date of the applicable Assignment and incorporated herein by reference Acceptance), (iv) be in a stated principal amount equal to such Lender's Commitment, (v) bear interest in accordance with appropriate insertions) (collectivelythe 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 amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving entitled to all of the benefits of this Agreement and the other Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) Documents and subject to the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto provisions hereof and incorporated herein by referencethereof. (c) Each Bank shall Lender will record in on its books and internal records the date, amount, amount and Type and Interest Period (if any) of each Loan made by it to and each payment received by it in respect thereof and will, in the event of any Borrower transfer of any of its 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 Loans evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank Acceptance relating to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedtransfer; provided, however, that the failure of any Bank Lender to make any such recordation or the Administrative Agent to maintain provide any such account, such Register or such subaccount, as applicableinformation, or any error therein, shall not in any manner affect the obligation Borrower's obligations under this Agreement or the Notes. (d) Upon termination of each Borrower to repay (with applicable interest) the Commitments, payment in full of the Loans made hereunder, including all accrued but unpaid interest thereon, as well as any premiums or penalties, if any, and the payment of any outstanding fees earned hereunder or pursuant to such Borrower by such Bank in accordance with the terms of this Agreementany of the Credit Documents, each Lender will mark its Note "paid in full" and promptly return to the Borrower such canceled Note.

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”) If requested by on any Bank, Payment Date at the Revolving Loans accrued and unpaid interest on and portion of such Bank the Aggregate Outstanding Principal Amount of the Class or Classes of Series 2007-1 Notes to any Borrower shall be evidenced by a Revolving Credit 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect theretorepaid; 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence partial prepayment of the items set forth therein 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 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 Series 2007-1 Notes: (i) datethe Co-Issuers must give notice of their election to prepay to the Indenture Trustee, amountthe affected Noteholders, Type the Rating Agencies, the Series 2007-1 Class A Insurer and Interest Period (if anythe Servicer, in accordance with the prepayment notice provisions set forth in Section 4.7(f) of each such Loan, 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 amount 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 the Series 2007-1 Post-ARD Contingent Additional Interest, if any); (iv) the Accrued Insurer Premium Amount, the Insurer Expense Amount, the Insurer Reimbursement Amount and the Insurer Make-Whole Premium, if any, must be paid in full pursuant to the Priority of Payments, in each case on the related Optional Prepayment Date; and (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 principal or interest due other Series of Notes Outstanding) without the payment in full of the Series 2007-1 Senior Notes and payable or all other Senior Notes Outstanding, the following conditions are satisfied, as certified to become due and payable from the applicable Borrower to each Bank hereunder Indenture Trustee in respect an Officer’s Certificate of each such Loan of the Co-Issuers: (i) the Optional Prepayment Date occurs not later than the first Payment Date following the fourth anniversary of the Series 2007-1 Closing Date, (ii) no Rapid Amortization Event or Potential Rapid Amortization Event has occurred and is continuing and (iii) the amount of Three-Month DSCR (without giving effect to any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made equity contributions otherwise included in the books, records and Register and subaccounts maintained pursuant calculation of Net Cash Flow) is at least equal to Section 2.03(c) (and, if consistent with the entries Three-Month DSCR as of the Administrative Agent, Section 2.03(d)) shall, Series 2007-1 Closing Date (after giving effect to the extent permitted by applicable law, be prima facie evidence issuance of the existence Series 2007-1 Notes on the Series 2007-1 Closing Date). For so long as any Class of Series 2007-1 Notes is listed on the Irish Stock Exchange and amounts the rules of the obligations Irish Stock Exchange so require, the Indenture Trustee shall deliver written notice of each Borrower therein recorded; provided, however, that an Optional Prepayment of such Class of Series 2007-1 Notes to the failure of any Bank or Irish Paying Agent (for notification to the Administrative Agent Irish Stock Exchange) at least ten (10) days prior to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementOptional Prepayment Date.

Notes. (a) If 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 14.17 and shall, if requested by any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a “Note” and, 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) If requested Each Note shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender and be dated the Swingline Loans 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 Borrower shall reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be evidenced by in a Swingline Note stated principal amount equal to the Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Borrower substantially Lender on the form date of Exhibit A-2 attached hereto the issuance thereof) and incorporated herein by referencebe 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 Term Loan Maturity Date, (vi) bear interest as provided in Section 2.07, (vii) be subject to voluntary prepayment and mandatory repayment as provided in Sections 5.01 and 5.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of any of its Notes, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by such Bank error in connection with any such recordation. The books and records notation or endorsement shall not affect the Borrower’s obligations in respect of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent shall maintain Notwithstanding anything to the Register pursuant to contrary contained above in this Section 9.09(h)2.05 or elsewhere in this Agreement, and a subaccount for each Bank, in which Register and subaccounts (taken together) Notes shall be recorded (i) date, amount, Type and Interest Period (if any) delivered only to Lenders that at any time specifically request the delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) incurred by Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or guaranties therefor provided pursuant to the Credit Documents. Any Lender 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 (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower to repay (with applicable interest) the Loans made shall promptly execute and deliver to such 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 Bank in accordance with the terms of this Agreementrequesting Lender.

Notes. (a) If requested by any Bank, the The Revolving Loans of such Bank to any Borrower made by each Revolving Lender shall be evidenced by a Revolving Credit Note of such Borrower appropriately completed in substantially the form of Exhibit A-1 attached hereto A-1. Revolving Notes shall be issued in substitution of and incorporated herein replacement for the Prior Notes. (b) Each Revolving Note issued to a Lender shall (i) be executed by reference the Borrower, (ii) be payable to the order of such Revolving Lender, (iii) be dated as of the Effective Date (or, in the case of a Revolving Note issued after the Effective Date, dated the effective date of the applicable Assignment and Assumption), (iv) be in a stated principal amount equal to such Revolving Lender’s Revolving Credit Commitment, (v) bear interest in accordance with appropriate insertions) (collectivelythe provisions of Section 5.1, as the same may be applicable from time to time to the Revolving Loans made by such Revolving Lender, and (vi) be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving entitled to all of the benefits of this Agreement and the other Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) Documents and subject to the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto provisions hereof and incorporated herein by referencethereof. (c) Each Bank shall Revolving Lender will record in on its books and internal records the date, amount, amount and Type and Interest Period (if any) of each Revolving Loan made by it to and each payment received by it in respect thereof and will, in the event of any Borrower transfer of any of its 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 as of the date of transfer or provide such information on a schedule to the Assignment and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank Assumption relating to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedtransfer; provided, however, that the failure of any Bank Revolving Lender to make any such recordation or the Administrative Agent to maintain provide any such account, such Register or such subaccount, as applicableinformation, or any error therein, shall not in any manner affect the obligation Borrower’s obligations under this Agreement or the Revolving Notes. (d) The Swing Line Outstandings shall be evidenced by a separate Swing Line Note in the form of each Borrower Exhibit A-2 payable to repay (with applicable interest) the Loans made to such Borrower order of the Bank of America in the amount of the Swing Line, which Swing Line Note shall be dated the Effective Date and shall be duly completed, executed and delivered by such Bank the Borrower. The Swing Line Note shall be issued in accordance with substitution of and replacement for the terms of this Swing Line Note issued under the Third Amended Credit Agreement.

Notes. (a) If requested The Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note substantially in the “Revolving Credit Notes”form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank or its registered assigns and be dated the form Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 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. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank 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 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to any Borrower each ----- Lender hereunder shall be evidenced by a single Revolving Credit Note of such Borrower promissory note substantially 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 each a "Revolving Credit Note issued in full or partial replacement of an existing Note" --------------------- and collectively the "Revolving Credit Note as a result of an assignment by a Bank) 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) If requested The Term Loans made by the Swingline Bank, the Swingline Loans to any Borrower each Lender hereunder shall be evidenced by a Swingline Note of such Borrower promissory note substantially in the form of Exhibit A-2 attached hereto (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 incorporated herein dated the date hereof. The principal amount of the Term Loans as evidenced by referencethe Term Notes shall be payable in quarterly installments of $1,578,950 payable on the last Business Day of each March, June, September and December commencing on the last Business Day of September 1998 with the balance of the Term Loans payable in full on July 9, 2002. (c) Each Bank of the Notes shall record bear interest on the outstanding principal balance thereof as set forth in Section 2.5 hereof. Each Lender and the Administrative Agent on its books and records behalf is hereby authorized by the dateBorrower, amountbut not obligated, Type and Interest Period (if any) to enter the amount of each Loan made by it to any Borrower and the date and amount of each payment or prepayment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made thereon in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with appropriate spaces on the entries reverse of the Administrative Agent, Section 2.03(d)) shall, or on an attachment to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recordedNotes; provided, however, that the failure -------- ------- of any Bank Lender or the Administrative Agent to maintain set forth such accountLoans, such Register principal payments or such subaccount, as applicable, or any error therein, other information shall not in any manner affect the obligation obligations of each the Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any Bank, The Borrower's obligations to pay the Revolving Loans principal amount of such Bank to any Borrower and interest on the Fundings shall be evidenced by a Revolving Credit the 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 (and the Administrative Agent hereby agrees to accept such Borrower in substantially designation and to make the form of Exhibit A-1 notations to the grid attached hereto to the Lender Note as described below) or the Bank Agent (and incorporated herein by reference (with appropriate insertions) (collectivelythe Bank Agent hereby agrees to accept such designation and to make the notations to the grid attached to the Parallel Note as described below), as the same case may from time be, to time make (or cause to be amendedmade) appropriate notations on the grid attached to the Lender Note or the Parallel Note, modified, extended, renewed, restated as applicable (or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as on a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note continuation of such Borrower substantially grid attached to each Note, and made a part thereof), or (at the form Administrative Agent's or Bank Agent's, as the case may be, option) in the records of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each the Administrative Agent or the Bank Agent, as the case may be, which notations shall record in its books and records the dateevidence, amountinter alia, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and the original principal amount of each Funding, the amount of each payment made on account of such principal and/or interest made by such Borrower with respect thereto; provided, however, that amount and the obligation principal amount of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordationNote remaining outstanding. The books notations on such grids (and records of on each Bank showing such continuation) or in such records, as the account between such Bank and such Borrower shall be conclusive evidence case may be, indicating the outstanding principal amount of the items set forth therein Fundings shall, in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie conclusive evidence of the existence outstanding principal amount thereof (and amounts of the Surety Provider may rely on the same), but the failure to record any such amount on such grid (or on such continuation) or in such records shall not limit or otherwise affect the obligations of each the Borrower therein recorded; provided, however, that hereunder or under the failure Notes to make payment of the principal amount of or interest on the Fundings in accordance herewith or to take any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (other action with applicable interest) the Loans made to such Borrower by such Bank respect thereto in accordance with this Agreement and such failure to record such amounts shall not increase the terms liability of this Agreementthe Surety Provider, it being understood that the Surety Provider shall not, at any time, be liable for principal payments under the Surety Bond in an amount greater than the current Outstanding Principal.

Notes. (a) If requested The Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto B with blanks appropriately completed in conformity herewith (each a "Note" 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) If requested The Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the order of such Bank and be dated the 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 equal to the Commitment of such Bank and be payable in a principal amount equal to the amount of the Loans made by such Bank and which are outstanding from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 3.01 and mandatory repayment as provided in Section 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 Swingline Loans to any Borrower shall be evidenced by will issue a Swingline replacement Note in the same principal amount thereof and otherwise of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by referencelike tender. (c) Each Bank shall will record in on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of its Note endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by such Bank error in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such Bank Loan made to any Borrower shall be it by each Original Lender, has been evidenced by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference C (with appropriate insertions) (each, an "Original Note" and, 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 "Original Notes”"). (b) If requested On the Closing Date, (x) the Original Note issued to each 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 Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Original Lender or its registered assigns and be dated the form Closing Date, (iii) be in the stated principal amount equal to the Loan outstanding to such Original Lender on the Closing Date and be payable in the principal amount of Exhibit A-2 attached the Loan evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.05, (vi) be subject to voluntary repayment and mandatory repayment as provided in Section 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 incorporated herein by referenceE and (viii) be entitled to the benefits of this Agreement and the Subordinated Guaranty. (c) Each Bank shall record in Original Lender and Investor will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made or acquired by it and each payment in respect thereof and will, prior to any Borrower and transfer of any Note, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankTo evidence loans made and outstanding hereunder prior to December 30, 2001, the Revolving Loans of such Trust shall execute and deliver to the Bank a Promissory Note in form similar to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower in substantially the form of Exhibit A-1 "A" attached hereto and incorporated herein by reference (made a part hereof for all purposes, with appropriate insertions) (collectivelyblanks appropriately completed, as the same may from time and being payable and bearing interest at a rate equal to time be amended1% per annum less than ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ &Co., 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”).Inc.'s prime (b) If requested by At maturity of any Note then evidencing the Swingline Bankdebt created hereunder, if the commitment of the Bank is extended as provided in paragraph 1.1(c), the Swingline Loans Trust shall execute and deliver to any Borrower shall be evidenced by the Bank a Swingline subsequent Note of such Borrower substantially the form of in terms identical to Exhibit A-2 "A" attached hereto and incorporated herein made a part hereof for all purposes, except that each such Note shall bear the date of issue and recite appropriate dates and renewal data, if any. Each such renewal Note shall evidence loans made and outstanding hereunder prior to the maturity date of such renewal Note, which date shall be determined by referencemutual agreement of the Trust and the Bank. There shall be endorsed upon each such subsequent Note, to evidence the first Advance thereunder, the principal balance outstanding hereunder at the time of issue. Upon acceptance of same by the Bank, each such renewal Note shall be subject to all terms hereof and shall be deemed the "Note" hereunder. (c) Each 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 record recite the appropriate dates and shall be amortized over a period of time and in its books and records the 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 of principal and/or interest made by such Borrower with respect thereto; provided, however, a way that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement principal and interest shall be absolute paid in equal quarterly installments in amounts as are required to retire the indebtedness over a term, not to exceed five (5) years, which shall be equal to the weighted average remaining term of all real estate lien notes of the Trust which are pledged as collateral on this loan and unconditional, notwithstanding any failure held by Bank at the time of the execution of such Bank Exhibit "B" type note. Interest on such note shall bear interest at a rate equal to make any such recordation or any mistake by such Bank in connection with any such recordation1% per annum less than ▇.▇. The books and records of each Bank showing the account between such Bank and such Borrower ▇▇▇▇▇▇ Chase &Co.'s prime lending rate adjusted daily. There shall be conclusive endorsed upon such note, to evidence the first advance thereunder, the principal balance outstanding hereunder at the time of issue and upon acceptance of same by Bank, shall be subject to all terms hereof and shall be deemed the items set forth therein in the absence of manifest errornote hereunder. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), Each Advance made and a subaccount for each Bank, in which Register and subaccounts (taken together) payment received hereunder by Bank shall be recorded (i) datedeemed made or received upon the Note held by Bank and shall be evidenced by an appropriate entry thereon or on an attachment thereto, amountor upon Bank's records as in other like cases, Type and Interest Period (if any) of each such Loanat Bank's option. Unless the context indicates otherwise, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof.a reference herein to (e) The entries advancing Notes as provided for under paragraph 1.4(a) and (b) shall each provide that advancements of principal may be made in thereunder at various times prior to maturity at the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries request of the Administrative AgentTrust, Section 2.03(d)) shall, to subject however the extent permitted by applicable law, be prima facie evidence outstanding balance of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, same shall not in exceed at any manner affect time the obligation face amount of each Borrower to repay (with applicable interest) such notes; that interest shall accrue thereunder only from the Loans date principal amounts are advanced; and that prepayments may be made to such Borrower by such Bank in accordance with the terms of this Agreementat any time, without penalty, and any sum prepaid may be re-borrowed.

Notes. (a) If 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 any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested The Note issued to each Lender shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Loans 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 any Borrower shall the Term Loan made by such Lender on the Borrowing Date (or, if issued after the Borrowing Date, be evidenced by in a Swingline Note stated principal amount equal to the outstanding Term Loan of such Borrower substantially Lender at such time) and be payable in the form outstanding principal amount of Exhibit A-2 attached hereto the Term Loan evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and incorporated herein by referenceEurodollar 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. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Term Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of any of its Notes will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Term Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorTerm Loans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Term Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementTerm Loans.

Notes. (ai) If requested by any BankThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans of such Bank to any Borrower made by each Lender shall be evidenced by a Revolving Credit Note of such one or more promissory notes duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a “Note” and, collectively, the “Notes”). Each Note issued to each Lender shall (A) be executed by the Borrower, (B) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (C) be in a stated principal amount equal to the aggregate amount of Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date in connection with a subsequent Borrowing of Loans, be in a stated principal amount equal to the aggregate amount of the Loans made by such Lender on the relevant date of Borrowing or, if issued on any other date, be in a stated principal amount equal to the outstanding principal amount of the Loans of such Lender at such time) and be payable in the outstanding principal amount of the Loans evidenced thereby (it being understood, however, that a Lender may request multiple Notes (in amounts designated by such Lender) to evidence its Loans so long as the same may aggregate stated principal amounts of all Notes of a Lender equals the amount otherwise provided above in this sub-clause (C) if such Lender were to receive a single Note to evidence its Loans), (D) mature on the Final Maturity Date, (E) bear interest as provided in the appropriate clause of Section 1.3 in respect of LIBOR Loans or, to the extent applicable, Base Rate Loans, evidenced thereby, (F) be subject to voluntary prepayment as provided in Section 3.1, and mandatory repayment as provided in Section 3.2, and (G) be entitled to the benefits of this Agreement and the other Credit Documents. (ii) 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 Loans of such Lender, including the amounts of principal, interest and other amounts payable and paid to such Lender 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of the Notes evidencing such Bank to make any such recordation or any mistake by such Bank in connection with any such recordationLoans. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made by each Lender in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be such accounts shall constitute prima facie evidence of the existence and amounts of the obligations of each Borrower Loans and other Obligations therein recorded; provided, however, that the failure of any Bank or the Administrative Agent Lender to maintain such account, such Register account or such subaccount, as applicableaccounts, or any error therein, shall not in any manner affect the obligation obligations of each the Borrower to repay (with applicable interest) or pay the Loans made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Borrower by such Bank Lender hereunder in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made by each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note duly executed and delivered by the “Revolving Credit Notes”Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Bank or its registered assigns and be dated the Swingline Loans Initial Borrowing Date, (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the Revolving Loan Commitment of such Borrower substantially Bank and be payable in the form principal amount of Exhibit A-2 attached hereto the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and incorporated herein by referenceEurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) 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 from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by such Bank error in connection with any such recordation. The books and records of each Bank showing notation or endorsement shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Borrower's obligation to pay the principal of, and ----- interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note substantially in the “Revolving Credit Notes”form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank or its registered assigns and be dated the form Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 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. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of 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 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by any Bankeach Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.07(c) and, subject to the Revolving Loans provisions of such Bank to any Borrower Section 2.05(g), shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Revolving Note” and, 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”), (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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference[Reserved.] (c) The Revolving Note issued to each RL Lender 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 Revolving Loan Maturity Date, (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. (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 Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (dg) The Administrative Agent Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, obtain a Note evidencing its Loans to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrower shall affect or in any manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (f). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by The principal of and interest on the Class A Notes and any Bank, Issuer Derivative Payments which are paid on a parity with interest on the Revolving Loans of Class A Notes are payable on a superior basis to such Bank to payments on the Class B Notes and any Borrower shall be evidenced by Issuer Derivative Payments which are paid on a Revolving Credit Note of such Borrower in substantially parity with interest on 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 Class B Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in its books and records the 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 of principal and/or interest made by such Borrower with respect thereto; provided, however, that current principal and interest may be paid on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the Indenture. Except as provided in the Indenture, principal allocated to pay the Class A Notes will be use to provide for payment of the Class A-1 Notes, then to provide for payment of the Class A-2 Notes, then to provide for payment of the Class A-3 Notes, then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and Class A-5c Notes, and then, on a pro rata basis, to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is transferable on the note register kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this note for transfer at the designated corporate trust office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer, including Annex 1 and Annex 3 to Appendix C to the Indenture, in form satisfactory to the Indenture Trustee duly executed by, the Registered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. The Class A-5a Notes have not been registered or qualified under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. No transfer, sale, pledge or other disposition of any Class A-5a Note, or any interest therein, shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act, or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is made without registration or qualification, the Indenture Trustee shall require, in order to assure compliance with such laws, that the prospective transferor and transferee each Borrower certify to repay each Loan the Issuer and the Indenture Trustee in writing the facts surrounding the transfer. Such certifications shall be substantially in the forms of Annex 1 and Annex 3 to Appendix C to the Indenture. Such certifications shall be deemed to have been made by the transferor and transferee with respect to any transfer of an interest in a Bank Class A-5a Note that is in book-entry form. None of the Issuer, the Administrator, the Eligible Lender Trustee or the Indenture Trustee is obligated to register or qualify the Class A-5a Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of Class A-5a Notes, or interests therein, without registration or qualification. Any registered owner of a Class A-5a Note desiring to effect such Borrower under transfer is hereby deemed to have indemnified the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal or state laws. Notwithstanding the foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this Agreement note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this note for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any such agent shall be absolute and unconditional, notwithstanding any failure of such Bank affected by notice to make any such recordation or any mistake by such Bank in connection with any such recordationthe contrary. The books and records of each Bank showing the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to To the extent permitted by applicable lawthe Indenture, be prima facie evidence modifications or alterations of the existence Indenture and amounts any supplemental indenture may be made with the consent of less than all of the obligations Registered Owners of each Borrower therein recorded; provided, however, that the failure Series 2004-2 Notes then outstanding or without the consent of any Bank of such Registered Owners (by reason of a change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the Administrative Agent to maintain such accountmaturity date, such Register or such subaccountStated Maturity, as applicableamount, Quarterly Distribution Date, or rate of interest on any error therein, outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not in have the right to demand payment of this note or any manner affect interest hereon out of funds raised or to be raised by taxation. Any capitalized term used herein and not otherwise defined herein shall have the obligation of each Borrower to repay (with applicable interest) the Loans made same meaning ascribed to such Borrower term in the Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by such Bank the laws of the State of Nebraska to happen, exist, and be performed precedent to and in accordance with the terms issuance of this Agreementnote, and the passage of said resolution and the execution of said Indenture, have happened, exist and have been performed as so required.

Notes. (a) If requested The Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note substantially in the “Revolving Credit Notes”form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank or its registered assigns and be dated the form Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 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. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If 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 12.15 and shall, if requested by any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Note" and, 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of any of its Notes will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) Loans. The entries made in the books, records and Register and subaccounts in the internal records maintained pursuant to Section 2.03(cthis paragraph (b) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that in the event of each Borrower therein recorded; providedany inconsistency between the Register maintained by the Administrative Agent pursuant to Section 12.15 and any Lender's records, howeverthe Register maintained by the Administrative Agent shall govern. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, that Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Bank Lender to request or obtain a Note evidencing its Loans to the Administrative Agent Borrower shall affect or in any manner impair the obligations of the Borrower to maintain such accountpay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (b). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested The Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by any Bank, the Revolving Loans of such each Bank to any Borrower shall be evidenced (i) if Term Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1 with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Term Note" and, collectively, as the same may from time to time be amended"Term Notes") and (ii) if Revolving Loans, 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) promissory note substantially in the “form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Credit Note" and, collectively, the "Revolving Notes”"). (b) If requested The Term Note issued to each Bank that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the Swingline Loans date of issuance thereof), (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the initial Term Loan Commitment of such Borrower substantially Bank and be payable in the form outstanding principal amount of Exhibit A-2 attached hereto Term Loans evidenced thereby (or in the case of a new Term Note issued pursuant to Section 11.04, the Term Loans evidenced thereby at the time of issuance), (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and incorporated herein by referenceEurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01, and mandatory repayment and prepayment as provided in Section 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank that has a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, 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 outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 3.01, and mandatory prepayment as provided in Section 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank shall will record in on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment received in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of the Loans evidenced thereby as of the date and amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank transfer. Failure to make any such recordation notation or any mistake by such Bank error in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested Reference is hereby made to the Indenture, copies of which are on file in the principal corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the various classes of Notes and Other Obligations secured thereunder; the student loan acquisition program being financed by the issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of, premium, if any, and interest on the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be issued or Other Obligations may be incurred by the Corporation thereunder, payable from such revenues and other moneys thereunder as Senior Obligations, Subordinate Obligations or Class C Notes; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any Banksuit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Corporation and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Terms used with initial capital letters but not defined in this Note have the respective meanings given such terms in the Indenture. The Series 1999-1 Senior Notes are being issued as, and will constitute, Class A Notes under the Indenture. The Series 1999-1C Notes are being issued as, and will constitute, Class B Notes under the Indenture. The Notes and Other Obligations are limited obligations of the Corporation, payable solely from the revenues and assets of the Corporation pledged therefor under the Indenture, including certain notes evidencing Student Loans and the proceeds of the Corporation's bonds, notes or other evidences of indebtedness, if any, issued with respect to the Notes. The Series 1999-1C Notes constitute Class B Notes under the Indenture which are subordinated in right of payment, the Revolving Loans direction of such Bank remedies and certain other matters in accordance with the terms of the Indenture to any Borrower shall be evidenced by a Revolving Credit Note the rights of such Borrower in substantially the form Holders of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may Class A Notes issued from time to time be amended, modified, extended, renewed, restated or replaced under the Indenture (including, without limitation, the Prior Senior Notes and the Series 1999-1 Senior Notes) and Other Senior Beneficiaries thereunder. A failure to pay principal of, premium, if any, or interest on this Class B Note will not constitute an Event of Default under the Indenture if any Revolving Credit Senior Obligation is Outstanding. Interest payable on this Note issued shall be computed on the basis of actual days elapsed and accrue daily from the date hereof (on the basis of a 360-day year), and is payable on each regularly scheduled Interest Payment Date prior to the Maturity hereof and at the Maturity hereof. The interest payable on each Interest Payment Date for this Note shall be that interest which has accrued through the last day of the last complete Interest Period immediately preceding the Interest Payment Date or, in full the case of the Maturity hereof, the last day preceding the date of such Maturity. The Series 1999-1 Note Interest Rate shall be effective as of and on the first day (whether or partial replacement not a Business Day) of the applicable Interest Period and be in effect thereafter through the end of such Interest Period. The unpaid principal amount hereof from time to time outstanding shall bear interest at a Series 1999-1 Note Auction Rate, as described below, payable on each Interest Payment Date and at the Maturity hereof, such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. During the Initial Interest Period, this Note shall bear interest at the Series 1999-1 Note Initial Interest Rate. Thereafter until an existing Revolving Credit Auction Period Adjustment, if any, this Note shall bear interest at a Series 1999-1 Note Auction Rate based on an Auction Period that shall generally consist of 28 days, all as a result determined in the First Supplemental Indenture. The Series 1999-1 Note Auction Rate to be borne by this Note after the Initial Interest Period for each Auction Period until an Auction Period Adjustment, if any, shall be the lesser of an assignment by a Bank(i) the “Revolving Credit Notes”Net Loan Rate in effect for such Auction Period and (ii) the Auction Rate determined in accordance with the applicable provisions of the First Supplemental Indenture. In no event shall the Series 1999-1 Note Auction Rate on this Note exceed 18% per annum (the "Series 1999-1 Note Auction Rate Limitation"). (b) If requested by the Swingline Bank. The Interest Period, including, without limitation, an Auction Period, the Swingline Loans applicable Series 1999-1 Note Auction Rate, the method of determining the applicable Series 1999-1 Note Auction Rate on each of the Series 1999-1C Notes and the Auction Procedures related thereto, including, without limitation, required notices thereof to any Borrower shall the Holders or Existing Holders of the Series 1999-1 Senior Notes, an Auction Period Adjustment, a change in the Auction Date and the Interest Payment Dates will be evidenced by a Swingline Note determined in accordance with the terms, conditions and provisions of such Borrower substantially the form First Supplemental Indenture and the Auction Agent Agreement, to which terms, conditions and provisions specific reference is hereby made, and all of Exhibit A-2 attached hereto which terms, conditions and provisions are hereby specifically incorporated herein by reference. (c) Each Bank shall record in its books and records . If the dateAuction Rate for the Series 1999-1C Notes is greater than the Net Loan Rate, amount, Type and then the Series 1999-1 Note Auction Rate applicable to the Series 1999-1 Notes for that Interest Period (will be the Net Loan Rate. If the Series 1999-1 Note Auction Rate applicable to the Series 1999-1C Notes for any Interest Period is the Net Loan Rate, the Trustee shall determine the Carry- Over Amount, if any, with respect to the Series 1999-1C Notes for such Interest Period. Such Carry over Amount shall bear interest calculated at a rate equal to One-Month LIBOR from the Interest Payment Date for the Interest Period with respect to which such Carry-Over Amount was calculated until paid. For purposes of this Note, any reference to "principal" or "interest" herein shall not include within the meaning of such words Carry-Over Amount or any interest accrued on any such Carry-Over Amount. Such Carry-Over Amount shall be separately calculated for each Series 1999- 1C Note by the Trustee during such Interest Period in sufficient time for the Trustee to give notice to each Holder of such Carry-Over Amount as required in the next succeeding sentence. On the Interest Payment Date for an Interest Period with respect to which such Carry-Over Amount has been calculated by the Trustee, the Trustee shall give written notice to each Holder of the Carry-Over Amount applicable to each Holder's Series 1999-1C Note, which written notice may accompany the payment of interest by check made to each such Holder on such Interest Payment Date or otherwise shall be mailed on such Interest Payment Date by first class mail, postage prepaid, to each such Holder at such Holder's address as it appears on the registration books maintained by the Note Registrar. Such notice shall state, in addition to such Carry-Over Amount, that, unless and until a Series 1999-1C Note has been redeemed or has been deemed no longer Outstanding under the First Supplemental Indenture (after which no Carry-Over Amount shall be paid with respect to a Series 1999-1C Note), (i) the Carry-Over Amount (and interest accrued thereon) shall be paid by the Trustee on such Series 1999-1C Note on the first occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (l) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (2) moneys are available pursuant to the terms of each Loan made the First Supplemental Indenture to pay such Carry-Over Amount (and interest accrued thereon), and (ii) interest shall accrue on the Carry-Over Amount at a per annum rate equal to One-Month LIBOR until such Carry-Over Amount is paid in full or is cancelled. The Carry-Over Amount for the Series 1999-1C Notes shall be paid by it the Trustee on Outstanding Series 1999-1C Notes on the first occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (i) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (ii) moneys in the Surplus Account are available on such Interest Payment Date for transfer to the Interest Account for such purpose in accordance with the applicable provisions of the Indenture, after taking into account all other amounts payable from the Surplus Fund on such Interest Payment Date. Any Carry-Over Amount (and any interest accrued thereon) which is unpaid as of an Interest Payment Date with respect to any Borrower and Series 1999-1C Note, which Series 1999-1C Note is to be redeemed or deemed no longer Outstanding under the date and amount First Supplemental Indenture on such Interest Payment Date, shall be paid to the Holder thereof on such Interest Payment Date to the extent that moneys are available therefor in accordance with the provisions of each payment of principal and/or interest made by such Borrower with respect theretothe preceding clause (b); provided, however, that the obligation of each Borrower to repay each Loan made by a Bank any Carry-Over Amount (and any interest accrued thereon) which is not so paid on such Interest Payment Date shall be cancelled with respect to such Borrower under this Agreement Series 1999-1C Note on such Interest Payment Date and shall not be paid on any succeeding Interest Payment Date. To the extent that any portion of the Carry-Over Amount (and any interest accrued thereon) remains unpaid after payment of a portion thereof, such unpaid portion shall be absolute paid in whole or in part as required hereunder until fully paid by the Trustee on the next occurring Interest Payment Date or Dates, as necessary, for a subsequent Interest Period or Periods, if and unconditionalto the extent that the conditions in the first sentence of this paragraph are satisfied. On any Interest Payment Date on which the Trustee pays less than all of the Carry-Over Amount (and any interest accrued thereon) with respect to a Series 1999-1C Note, notwithstanding any failure the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such Bank to Series 1999-1C Note of the Carry-Over Amount remaining unpaid on such Series 1999-1C Note. The Interest Payment Date in such subsequent Interest Period on which such Carry- Over Amount for the Series 1999-1C Notes shall be paid shall be determined by the Trustee in accordance with the provisions of the immediately preceding paragraph, and the Trustee shall make any such recordation payment of the Carry-Over Amount in the same manner as, and from the same Account from which, it pays interest on the Series 1999-1C Notes on an Interest Payment Date. By purchasing Series 1999-1C Notes, whether in an Auction or any mistake otherwise, each purchaser of the Series 1999-1C Notes, or its Broker-Dealer, must agree and shall be deemed by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant purchase to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded have agreed (i) date, amount, Type and Interest Period (if any) of each such Loanto participate in Auctions on the terms described in the First Supplemental Indenture, (ii) to have its beneficial ownership of the amount Series 1999-1C Notes maintained at all times in Book-Entry Form for the account of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder its Participant, which in respect turn will maintain records of each such Loan beneficial ownership, and (iii) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Series 1999-1C Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 1999-1C Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 1999-1C Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer. The determination of a Series 1999-1 Note Interest Rate by the Auction Agent or any other authorized Person pursuant to the provisions of the First Supplemental Indenture shall be conclusive and binding on the Holders of the Series 1999-1C Notes to which such Series 1999-1 Note Interest Rate applies, and the Corporation and the Trustee may rely thereon for all purposes. Notwithstanding any provision of this Note to the contrary, in no event shall the cumulative amount of interest paid or payable on this Note (including interest calculated as provided herein, plus any other amounts that constitute interest on this Note under applicable law, which are contracted for, charged, reserved, taken or received pursuant to this Note or related documents) calculated from the date of issuance of this Note through any subsequent day during the term of this Note or otherwise prior to payment in full of this Note exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or related documents or otherwise contracted for, charged, reserved, taken or received in connection with this Note, or if the redemption or acceleration of the maturity of this Note results in payment to or receipt by the Registered Holder or any former Registered Holder hereof of any sum received by the Administrative Agent hereunder from such Borrower interest in respect excess of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent that permitted by applicable law, then notwithstanding any provision of this Note or related documents to the contrary all excess amounts theretofore paid or received with respect to this Note shall be prima facie evidence credited on the principal balance of this Note (or, if this Note has been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of this Note and related documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the existence and amounts execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the obligations fullest amount otherwise called for under this Note and under the related documents. Subject to compliance with the provisions of each Borrower therein recorded; providedthe Indenture relating to certain asset requirements, howeverOutstanding Series 1999-1 Notes shall be redeemed, that in part, on the failure of any Bank or the Administrative Agent to maintain such accountfirst regularly scheduled Interest Payment Date occurring after April 4, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank 2000 for which notice can be given in accordance with the terms requirements of this Agreement.the First Supplemental Indenture, at a Redemption Price equal to 100% of the principal amount of Series 1999-1 Notes so redeemed, from proceeds of the Series 1999-1 Notes constituting a portion of the Balance of the Acquisition Fund that have not been used to acquire Eligible Loans and from that portion of the Reserve Fund which, if left in the Reserve Fund upon such redemption, would cause the Balance in the Reserve Fund to exceed the Reserve Fund Requirement, calculated giving effect to such redemption. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 1999-1C Notes shall be redeemed on any regularly scheduled Interest Payment Date, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, from that portion of the balance of the Series 1999-1 Surplus Subaccount that has been on deposit therein for at least 12 months, has not been used to acquire Student Loans and as to which the Corporation has failed to certify to the Trustee is necessary to pay debt service on the Outstanding Notes or on Outstanding Other Obligations, ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, including accrued interest thereon, with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required deposits to the Indemnification Fund. Subject to compliance with the provisions of the Indenture relating to certain asset requirements and certain other requirements, Outstanding Series 1999-1C Notes may, at the option of the Corporation, be redeemed on any regularly

Notes. (a) If The Borrowers’ obligation to pay the principal of, and interest on, the Loans of any Class made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 10.15 and shall, if requested by any Banksuch Lender as provided below, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such Borrower promissory note duly executed and delivered by the Borrowers substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference H-l or Exhibit H-2, as applicable, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a “Note” and, 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) If requested The Note issued to each Lender that has made a Loan shall (i) be executed by the Swingline BankBorrowers, (ii) be payable to such Lender or its registered assigns, (iii) be in a stated principal amount equal to the Swingline Loans Class of Loan made by such Lender and be payable in the outstanding principal amount of the Loan evidenced thereby, (iv) mature on the applicable Maturity Date, (v) bear interest as provided in Section 2.06, (vi) be subject to any Borrower shall voluntary prepayment and mandatory repayment as provided herein, and (vii) be evidenced by a Swingline Note entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother Loan Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of the Loan of each Loan Class made by it and each payment in respect thereof and, prior to any Borrower and the date and surrender of a Note pursuant to Section 10.15, will record on the reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure Loans of such Bank Class evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation or endorsement shall not affect the Borrowers’ obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or obtain a Note evidencing its Loans to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount Borrowers of any sum received by the Administrative Agent hereunder from such Borrower Class shall affect or in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of any manner impair the obligations of each Borrower therein recorded; providedthe Borrowers to pay the Loans (and all related Loan Document Obligations) incurred by the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or guarantees therefor provided pursuant to the various 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 the preceding clause (c). At any time when any Lender requests the delivery of each Borrower a Note to repay evidence any of its Loans of any Class, the Borrowers shall (with applicable interestat their expense) promptly execute and deliver to the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoans.

Notes. (a) If requested by any BankThe respective Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made to it by each Bank to any Borrower shall be evidenced (i) if A Term Loans, by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (B-1 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 blanks appropriately completed in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”).conformity herewith (b) If requested The A Term Note issued to each Bank with an A Term Commitment shall (i) be executed by the Swingline BankCompany, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Initial Borrowing Date, (iii) be in a stated principal amount equal to the A Term Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the prin- cipal amount of the A Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The B Term Note issued to each Bank with a B Term Commitment shall (i) be executed by EMI; (ii) be payable to the order of such Bank and be dated the Initial B Term Loan Date; (iii) be in a stated principal amount equal to the B Term Commitment of such Bank and be payable in the principal amount of B Term Loans evidenced thereby; (iv) mature on the Maturity Date; (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory repayment as provided in Section 4.02; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Bank shall (i) be executed by the Company, (ii) be payable to the order of such Bank and be dated the Initial Borrowing 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 Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to 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 Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of any of its Notes, endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, the Revolving Loans of such made by each Bank to any Borrower shall be evidenced (i) if Revolving Loans, by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B-1, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a "Revolving Note" and, collectively, as the same may from time to time be amended"Revolving Notes") and (ii) if Swingline Loans, 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) promissory note duly executed and delivered by the “Revolving Credit Notes”Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) If requested The Revolving Note issued to each Bank shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank or its registered assigns and be dated the form Initial Borrowing Date, (iii) be in a stated principal amount equal to the Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby from time to time, (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 Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment 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. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank 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 from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary repayment 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. (d) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If 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 any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested The Note issued to each Lender that has outstanding Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially Lender as of the form Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Loans of Exhibit A-2 attached hereto such Lender at such time) and incorporated herein by referencebe payable in the outstanding principal amount of Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.04, (vi) be subject to voluntary prepayment as provided in Section 5.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and prior to any Borrower and transfer of any of its Notes will endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation shall not affect the Borrower’s obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorNotes or Loans. (d) The Administrative Agent Notwithstanding anything to the contrary contained above in this Section 2.03 or elsewhere in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable obtain a Note evidencing its Loans shall affect or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of manner impair the obligations of each the Borrower therein recorded; providedto pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation 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 (c). At any time when any Lender requests the delivery of each a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to repay (with applicable interest) the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoan(s).

Notes. (a) If requested by any BankThe obligation of the Borrowers to pay the principal of, and interest on, the Revolving Loans of such Bank to any Borrower Loan made by each Lender shall be evidenced by a Revolving Credit Note of such Borrower promissory note substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference A, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested The Note issued to each Lender shall (i) be duly executed and delivered by the Swingline BankBorrowers, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Loans date of issuance, (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the outstanding principal amount of the Loan of such Borrower substantially Lender on the form date of Exhibit A-2 attached hereto issuance thereof and incorporated herein by referencebe payable in Dollars in the principal amount of the Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.06 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 3.01 and mandatory repayment of Loans as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each the Loan made by it and each payment in respect thereof and will, prior to any Borrower and transfer of its Note, endorse on the date and reverse side thereof the outstanding principal amount of the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each payment Borrower’s obligations in respect of principal and/or interest made by such Borrower with respect thereto; providedLoan. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, however, that 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 Loan to the Borrowers shall affect or in any manner impair the obligation of each Borrower to repay each pay the Loan made by a Bank to such Borrower under (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall 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)Agreement, and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner way affect the obligation of each Borrower security therefor or guaranties thereof provided pursuant to repay the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loan shall in no event be required to make the notations otherwise described in preceding clause (with applicable interestc) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementSection 1.

Notes. (a) If 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 12.15 and shall, if requested by any Banksuch Lender, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "Note" and, 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) If requested The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Swingline BankBorrower, (ii) be payable to such Lender or its registered assigns and be dated the Swingline Loans Closing Date (or, if issued after the Closing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to any Borrower shall be evidenced by a Swingline Note the Commitment of such Borrower substantially Lender (or, if issued after the form termination thereof, be in a stated principal amount equal to the outstanding Loans of Exhibit A-2 attached hereto such Lender at such time) and incorporated herein by referencebe payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 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 3.01, and 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 Bank shall record in Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any of its Notes endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans of such made to it by each Bank to any Borrower shall be evidenced by the Register maintained by the Administrative Agent pursuant to Section 12.04 and shall, if requested by such Bank, also be evidenced by a Revolving Credit Note of such promissory note duly executed and delivered by the Borrower substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference B, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each, a “Note” and, 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) If requested by The Note issued to each Bank requesting same shall (i) be payable to the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note order of such Borrower substantially Bank and be dated the form Restatement Effective Date, (ii) be in a stated principal amount equal to the Commitment of Exhibit A-2 attached hereto such Bank and incorporated herein by referencebe payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Final Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (v) be subject to mandatory repayment as provided in Section 4.02 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Bank shall record in will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will, prior to any Borrower transfer of any of its Notes (if any), endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby and the last date and amount or dates on which interest has been paid in respect of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Revolving Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower’s obligations in respect of each such Loan and (iii) Revolving Loans, or affect the amount validity of any sum received such transfer by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain of such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this AgreementNote.

Notes. (a) If The Borrowers' obligation to pay the principal of, and interest on, the Loans made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 10.15 and shall, if requested by any Banksuch Lender as provided below, the Revolving Loans of such Bank to any Borrower shall also be evidenced by a Revolving Credit Note of such Borrower promissory note duly executed and delivered by the Borrowers substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference G, with blanks appropriately completed in conformity herewith (with appropriate insertions) (each a "Note" and, 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) If requested The Note issued to each Lender that has made a Loan shall (i) be executed by the Swingline BankBorrowers, (ii) be in a stated principal amount equal to the Swingline Loans Loan made by such Lender and be payable to any Borrower shall such Lender or its registered assigns, (iii) be payable in the outstanding principal amount of the Loan evidenced by a Swingline Note thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.03, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.1 and 4.02 and (vii) be entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother Loan Documents. (c) Each Bank Lender shall record in note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each the Loan made by it and each payment in respect thereof and, prior to any Borrower and the date and surrender of a Note pursuant to Section 10.15, shall endorse on the reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation notation or any mistake by error in such Bank notation or endorsement shall not affect the Borrowers' obligations in connection with any respect of such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorLoans. (d) The Administrative Agent Notwithstanding anything to the contrary contained in this Agreement, Notes shall maintain only be delivered to Lenders which at any time specifically request 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) delivery of each such Loan, (ii) the amount Notes. No failure of any principal Lender to request or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such obtain a Note evidencing its Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Borrowers shall affect or in any manner impair the obligations of each Borrower therein recorded; providedthe Borrowers to pay the Loans (and all related Obligations) incurred by the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, and shall not in any manner way affect the obligation security or guarantees therefor provided pursuant to the various Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loan shall in no event be required to make the notations otherwise described in Section 2.02(b). At any time when any Lender requests the delivery of each Borrower a Note to repay evidence its Loan, the Borrowers shall (with applicable interestat their expense) promptly execute and deliver to the Loans made respective Lender the requested Note in the appropriate amount or amounts to evidence such Borrower by such Bank in accordance with the terms of this AgreementLoan.

Notes. (a) If requested The A Loans made by any Bank, each Lender to the Revolving Loans of such Bank to any Borrower Lessor shall be evidenced by a Revolving Credit Note note of such Borrower the Lessor (an “A Note”), substantially in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as and the same may from time B Loans made by each Lender 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) If requested by the Swingline Bank, the Swingline Loans to any Borrower Lessor shall be evidenced by a Swingline Note note of such Borrower the Lessor (a “B Note”) substantially in the form of Exhibit A-2 attached hereto with appropriate insertions, each duly executed by the Lessor and incorporated herein by reference. payable to the order of the 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 (c) Each Bank shall record in its books and records or, if less, the dateaggregate unpaid principal amount of all A Loans or B Loans, amountas the case may be, Type and Interest Period (if any) of each Loan made by it the Lenders to any Borrower the Lessor). The Notes shall be dated the Initial Closing Date and delivered to the Agent in accordance with Section 3.2 of the Master Agreement. The Agent is hereby authorized to record the date and amount of each payment of principal and/or interest Loan made by such Borrower with respect thereto; providedeach Lender to the Lessor on the Notes or in its records, however, that and each Lender is hereby authorized to record the obligation date and amount of each Borrower to repay each Loan made by a Bank such Lender to such Borrower under this Agreement shall be absolute and unconditionalthe Lessor in its records, notwithstanding any but the failure of such Bank to make any such recordation by the Agent or any mistake by Lender to so record such Bank in connection Loan shall not affect or impair any obligations with any such recordationrespect thereto. The books and records of each Bank showing the account between such Bank and such Borrower Each Note shall 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 be stated to mature no later than the final Lease Termination Date and Interest Period (if any) of each such Loan, (ii) bear interest from the date a Loan is made on the unpaid principal amount of any principal or thereof from time to time outstanding at the applicable interest due rate per annum determined as provided in, and payable as specified in, Section 2.4. Upon the occurrence of an Event of Default under clause (f) of Article XII of the Lease, or to upon Acceleration as described in Section 4.3(b) hereof, each Note shall automatically become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereoffull. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans of such Bank made to any Borrower it shall be evidenced (i) for the Term Loan, by a Revolving Credit Note of such Borrower promissory note in substantially the form of Exhibit A-1 attached hereto B-1 (the "Term Note") and incorporated herein by reference (with appropriate insertionsii) (collectivelyif Revolving Loans, 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) promissory note in the “form of Exhibit B-2 (the "Revolving Credit Notes”Note"). (b) If requested The Term Note shall (i) be executed by the Swingline BankBorrower, (ii) be payable to the Swingline Loans 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, (v) bear interest at the Applicable Loan Rate, (vi) be subject to any Borrower shall voluntary prepayment as provided in Section 2.1 and mandatory prepayment as provided in Section 2.2 and (vii) be evidenced by a Swingline Note entitled to the benefits of such Borrower substantially this Agreement and the form of Exhibit A-2 attached hereto and incorporated herein by referenceother Credit Documents. (c) Each Bank The Revolving Note shall record (i) be executed by the Borrower, (ii) be payable to the order of Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount of $1,000,000, (iv) mature on the Final Maturity Date, (v) bear interest at the Applicable Loan Rate, (vi) be subject to voluntary prepayment as provided in Section 2.1 and mandatory repayment as provided in Section 2.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Lender will note on its books and internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it and each payment in respect thereof and will prior to any Borrower and transfer of any Note endorse on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by such Borrower with respect 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 unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and such Borrower shall 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 principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.