Common use of Notes Clause in Contracts

Notes. Unless otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank(a) Each Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of EXHIBIT B duly completed Section 2.08 in respect of the Base Rate Loans and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such noteEuro Rate Loans, as the same case may hereafter be, evidenced thereby, (iii) be amendedsubject to voluntary prepayment as provided in Section 5.01, modifiedand mandatory repayment as provided in Section 5.02, extendedand (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, severed, assigned, substituted, renewed or restated (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, including any substitute note pursuant (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 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s5.01 and mandatory repayment as provided in Section 5.02 and (vii) are referred be entitled to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, Credit Documents. (d) Each Lender will note 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 schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans made by such Bank. The failure by to any Bank to make such notations with respect to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the applicable Borrower under to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the Administrative Agentrelevant Lender, a mortgage noteat such Borrower’s expense, payable the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by Subject to the terms and conditions of this Agreement, at the Closing, AIRNET will issue and sell to each of the INVESTORS one (1) Senior Secured Convertible Note (a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by"Note"), and repaid with interest in accordance with, a promissory note of Borrower each INVESTOR will subscribe for and purchase one (1) such Note from AIRNET. The Note to be issued to SCP will be in the form of EXHIBIT B duly completed Exhibit 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 executed 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 SCP Note Purchase Price by Borrowercertified check, cashier's check, or wire transfer at Closing. (b) Purchase Price for TECORE's Note. The purchase price (the "TECORE Note Purchase Price") for the Note to be issued to TECORE in a principal the form of Exhibit E will be equal to Twelve Million Dollars ($12,000,000). TECORE shall pay the TECORE Note Purchase Price in accordance with the payment schedule set forth below: (i) An amount equal to such Bank’s Loan Commitment, 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 such Bank for TECORE under the account terms of that certain Bridge Loan Promissory Note payable to TECORE, shall be deemed satisfied and paid in full (but the accrued interest thereon shall be deferred as provided in subsection (d) hereinbelow), and (ii) paying the unpaid balance of the $4,000,000, subject to adjustment in accordance with Section 13.6, by certified check, cashier's check, or wire transfer at Closing. (ii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to June 30, 2003, by wire transfer. (iii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2003, by wire transfer. (iv) 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 Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated option at any time and from time to time, including to prepay any substitute note 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 Section 3.07 or 12.05paragraphs (ii)-(ix) within 20 days after the due date, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred then SCP shall have the right, exercisable within 40 days after such due date, to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as make the “Notes”. 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 investment by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, paying the amount of each advancethe installment then past due (and any subsequent installments when due and payable, to the extent set forth by SCP in its notice of exercise) instead of TECORE, and each payment of principal received by such Bank for AIRNET shall issue a Note to SCP, in form similar to the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shallNote issued to SCP at the Closing, in the absence of manifest error, be conclusive as to the outstanding balance principal amount of the Ratable Loans investment made by such BankSCP. The failure by any Bank In the event that SCP shall not exercise its right to make such notations with respect an investment instead of TECORE, TECORE shall remain obligated to make the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireinvestment(s).

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest by a Revolving Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly Exhibit A-1. The Swingline Loans made by the Swingline Lender shall be evidenced by a Swingline Note appropriately completed and in substantially the form of Exhibit 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 Acceptance), (iv) be in a stated principal amount equal to such BankLender’s Loan Revolving Commitment (or, in the case of the Swingline Note, the amount of the Swingline Commitment), payable to such Bank for (v) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date2.8, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower applicable from time to endorse on the schedule attached time to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The 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 Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the event of any 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 Acceptance relating to such transfer; provided, however, that the failure by of any Bank Lender to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error therein, shall not limit or otherwise affect the Borrower’s obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank, any Ratable The Committed Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower Revolving Note in the form of EXHIBIT B duly completed and executed by BorrowerExhibit G-l hereto, payable to the order of such Lender in a principal an amount equal to such BankLender’s Loan CommitmentPro Rata Share of the Maximum Commitment Amount on the Closing Date. In addition, the Swing Loans made by the Swing Line Lender may be evidenced by a Swing Line Note in the form of Exhibit G-2 hereto, payable to such Bank for the account order of its Applicable Lending Office (each such notethe Swing Line Lender in the maximum amount of $50,000,000. In addition, as the same Bid Loans that may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note made by a Lender pursuant to Section 3.07 or 12.052.18 may be evidenced by Bid Notes payable to the order of each Lender, a “Ratable Loan Note”)in the form of Exhibit G-3 hereto. A particular Bank’s Ratable Loan Each Lender may endorse on any schedule annexed to its Note(s) are referred to collectively the date, amount and maturity of each Loan that it makes in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable case of Committed Loans (which shall maturenot include undrawn amounts on outstanding Letters of Credit, but shall include the amounts of any drawings on outstanding Letters of Credit), 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 schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by that Borrower makes with respect thereto. Borrower irrevocably authorizes each Lender to endorse its Note(s), and such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of Lender’s record shall be conclusive absent manifest error; provided, be conclusive as however, that any Lender’s failure to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations make, or its error in making, a notation thereon with respect to the Loans or each advance or payment any Loan shall not limit or otherwise affect the Borrower’s obligations of Borrower to such Lender hereunder or under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireits Note(s).

Notes. Unless otherwise (a) If requested by a any Bank, the Revolving Loans of such Bank to any Ratable Loans made by each Bank under this Agreement Borrower shall be evidenced by, and repaid with interest in accordance with, by a promissory note Revolving Credit Note of such Borrower in substantially the form of EXHIBIT B duly completed Exhibit A-1 attached hereto and executed incorporated herein by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office reference (each such notewith appropriate insertions) (collectively, as the same may hereafter from time to time be amended, modified, extended, severedrenewed, assignedrestated or replaced (including, substitutedwithout limitation, renewed any Revolving Credit Note issued in full or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Ratable Loan NoteRevolving Credit Notes”). A particular . (b) If requested by the Swingline Bank’s Ratable Loan Note(s) are referred , the Swingline Loans to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations any Borrower shall be paid in full, on evidenced by a Swingline Note of such Borrower substantially the Maturity Date, as the same may be accelerated in accordance with this Agreement. form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank is hereby authorized 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 to endorse on and the schedule attached to the Ratable Loan Note held by it, the date and amount of each advance, and each payment of principal received 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 for 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 its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, 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 conclusive as 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 outstanding balance applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the Ratable Loans 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 such Bank. The failure by any Bank in the books, records and Register and subaccounts maintained pursuant to make such notations Section 2.03(c) (and, if consistent with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations entries of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage noteSection 2.03(d)) shall, 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 Banksto maintain such account, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any Register or all of such mortgage notessubaccount, as applicable, or any error therein, shall not in any manner affect the context may requireobligation 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. Unless otherwise requested by a Bank, any Ratable (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of EXHIBIT B Exhibit F duly completed and executed by Borrowercompleted, in a the principal amount equal to such Bank’s Loan Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank for and maturing as to principal on the account of its Applicable Lending Office Revolving Credit Termination Date (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan NoteRevolving Credit Notes”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Revolving Credit Note held by it, it the amount of each advanceRevolving Credit Loan, and the payment amount of each principal payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Revolving Credit Loans made by such Bank. The ; provided however, that the failure by any Bank to make such notations notation with respect to the Loans or each advance any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the NotesRevolving Credit Note held by such Bank. In connection with Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a Refinancing Mortgagesingle promissory note of Borrower in substantially the form of Exhibit G duly completed, Borrower shall deliver in the principal amount equal to such Bank’s Pro Rata Share of the Administrative Agenttotal Term Loan Principal Amount, a mortgage notedated the Conversion Date, payable to such Bank and maturing as to principal on the Administrative Agent for Term Loan Maturity Date (the account of the Banks, which “Term Notes”). The Term Loan shall be secured by payable as to principal monthly on the applicable Refinancing Mortgagelast day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Such note Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such form as interest shall be requested by ▇▇▇▇▇▇▇▇payable in accordance with Section 2.06 hereof, subject to including, without limitation, on 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 mortgage notes, as the context may requireTerm Loan Maturity Date.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Loans made by each Bank under this Agreement Lender shall be evidenced by----- by a Note of Borrower, and repaid with interest in accordance with, a promissory note of Borrower substantially in the form of EXHIBIT B duly completed Exhibit A hereto, with --------- appropriate insertions as to payee and executed by Borrowerprincipal amount, payable to the order of such Lender and in a principal amount equal to the aggregate principal amount of the Commitment of such Bank’s Loan CommitmentLender, payable to or such Bank for the account of its Applicable Lending Office (each such notelesser amount, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 of the Loan or 12.05Loans, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”case may be, made by such Lender and evidenced by such Note. The Ratable Loans Each Note shall mature(i) be dated the Document Closing Date, and all outstanding principal and accrued interest and other Obligations shall (ii) be paid in full, stated to mature on the Final Maturity Date, as (iii) have attached a grid for the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized purpose of evidencing all of the Loans (including accruals and payments of interest thereon) made by Borrower to endorse such Lender, and (iv) bear interest on the schedule unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.6. ----------- Loan Agreement (b) Upon the consummation of each Advance, each Lender shall make a notation on the grid attached to the Ratable Loan such Lender's Note held by it, indicating the amount of the Loan advanced by such Lender on such Advance Date. Each Lender is also hereby authorized to record the date and amount of each advanceAdvance made by such Lender, each continuation or conversion thereof, the length of each Interest Period with respect thereto and the date and amount of each payment of principal received and/or interest relating thereto, on the grid attached to each Note held by such Bank for Lender, and any such recordation shall constitute prima facie evidence of the account ----- ----- accuracy of its Applicable Lending Office(s) the information so recorded; provided, that the failure to make any -------- such recordation or any error in such recordation shall not affect the obligation of Certificate Trustee under such instrument or the corresponding obligation of Lessee to pay Rent. In addition, on account each Payment Date during any Construction Period, each Lender shall make a notation on the grid attached to such Lender's Note indicating the amount of its Ratable Loans, Capitalized Interest accruing on such Lender's Note during the Interest Period ending on such Payment Date (which endorsement shall, in the absence of manifest error, Capitalized Interest shall thereby be conclusive as added to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 principal amount of such mortgage notes, as the context may requireNote).

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 12.16 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the outstanding Loans of such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the same may Loans evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) on account Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to 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, and shall not in any way affect the 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 a Note to evidence any of its Ratable Loans, which endorsement shallthe Borrower 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 absence case of manifest errora substitute or replacement Note, be conclusive as 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 outstanding balance of the Ratable Loans made Borrower and such requesting Lender, and duly executed by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requirerequesting Lender.

Notes. Unless Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) Borrowers agree that, upon the request to Agent by any Lender made on or prior to the Amendment Date if and to the extent that such Lender has a Commitment as of the Amendment Date, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, each Borrower will execute and deliver to such Lender a Revolving Note, Term Note, and/or Equipment Loans Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance withmodified from time to time, a promissory note “Note” and, collectively, the “Notes”), payable to the order of Borrower in the form of EXHIBIT B duly completed such Lender and executed by Borrower, in a principal amount equal to the sum of such BankLender’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 to such Bank as provided herein and (z) provide for the account payment of its Applicable Lending Office interest in accordance with Section 2.4. (each such note, as b) The Revolving Loans and Borrowers’ obligation to repay the same may hereafter shall be amendedevidenced by the Revolving Notes, modifiedthis Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans and Borrowers’ obligation to repay the same shall be evidenced by the Term Loan Notes, extendedthis Agreement and the books and records of Agent and the Term Loan Lenders. The Equipment Loans and Borrowers’ obligation to repay the same shall be evidenced by the Equipment Loans Notes, severed, assigned, substituted, renewed or restated from time to time, including any substitute note this Agreement and the books and records of Agent and the Equipment Loan Lenders. Agent shall maintain the Register pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature10.13, and all outstanding principal and accrued interest and other Obligations a subaccount therein for each Lender, in which 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 schedule attached to the Ratable Loan Note held by it, recorded (i) the amount of each advanceLoan made hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable LoansAgent hereunder from Borrowers and each Lender’s share thereof; provided, which endorsement shallhowever, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The any failure by Agent to maintain the Register or any Bank to make such notations subaccount with respect to the Loans any Loan or each advance continuation, conversion or payment thereof shall not limit or otherwise affect the Borrowers’ obligations of Borrower hereunder or under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, all the Loans made to it by each Bank under this Agreement shall be evidenced by(i) if Revolving Loans, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit B-1 with blanks appropri- ately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank’s Bank (or, if issued after the termination of such Revolving Loan Commitment, payable be in a stated principal amount equal to the outstanding Revolving Loans of such Bank for at such time) and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such noteiv) 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 same case may hereafter be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02, extended, severed, assigned, substituted, renewed or restated from time and (vii) be entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in 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 such Bank’s “Note”; all such Ratable Loan Notes 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 interests are referred mandatory repayment as provided in Section 4.02, and (vii) be entitled to collectively in the benefits of this Agreement as and the “Notes”. 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. Credit Documents. (d) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless Sections 2.11(a) and (b) of the Agreement are hereby amended in their entirety as follows: (a) Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of the date of such request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Note, Term A Note, Term B Note and/or Term C Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance withmodified from time to time, a promissory note “Note” and, collectively, the “Notes”), payable to the order of Borrower in the form of EXHIBIT B duly completed such Lender and executed by Borrower, in a principal amount equal to such BankLender’s Loan 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 to such Bank as provided herein and (z) provide for the account payment of its Applicable Lending Office interest in accordance with Section 2.4. (each such note, as b) The Revolving Loans and Borrowers’ obligation to repay the same may hereafter shall be amendedevidenced by the Revolving Notes, modifiedthis Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans A and Borrowers’ obligation to repay the same shall be evidenced by the Term A Notes, extendedthis Agreement and the books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, severedthis Agreement and the books and records of Agent and the Term Loan B Lenders. The Term Loans C and Borrowers’ obligation to repay the same shall be evidenced by the Term C Notes, assigned, substituted, renewed or restated from time to time, including any substitute note this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature10.13, and all outstanding principal and accrued interest and other Obligations a sub-account therein for each Lender, in which 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 schedule attached to the Ratable Loan Note held by it, recorded (i) the amount of each advanceLoan made hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each payment Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable LoansAgent hereunder from Borrowers and each Lender’s share thereof; provided, which endorsement shallhowever, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The any failure by Agent to maintain the Register or any Bank to make such notations sub-account with respect to the Loans any Loan or each advance continuation, conversion or payment thereof shall not limit or otherwise affect the Borrowers’ obligations of Borrower hereunder or under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Facility Agent pursuant to Section 11.17 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount equal to the outstanding Loans of such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.06 in respect of the same may Loans evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to 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, and shall not in any way affect the 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 account 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 a Note to evidence any of its Ratable Loans, which endorsement shallthe Borrower 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 absence case of manifest errora substitute or replacement Note, be conclusive as 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 outstanding balance of the Ratable Loans made Borrower and such requesting Lender, and duly executed by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requirerequesting Lender.

Notes. Unless otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest In addition to the Note described in accordance withSection 2.1 hereof, a promissory note of Borrower Note or Notes in the form of EXHIBIT B duly completed and executed by Borrower, in a an aggregate principal amount equal to such Bank’s Loan Commitmentthe 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, payable to such Bank for with the account of its Applicable Lending Office (each such notenecessary and appropriate variations, omissions and insertions as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) 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 Bank’s “Note”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 such Ratable Loan other Notes theretofore or thereafter executed and interests are referred delivered by the Borrower pursuant to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated amended or supplemented in connection with issuance of any Bonds, except with respect to draws under the Letter of Credit. Upon payment in full of the principal of and interest and any premium on any or all Bonds, whether at maturity or by redemption or otherwise, and the surrender thereof to, and cancellation thereof by, the Trustee, or upon provision for the payment thereof having been made in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached 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 Ratable Loan Note held by it, the aggregate principal amount of each advance, such Bonds so surrendered and each canceled or for the payment of principal received 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 such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shallTrustee to the Borrower. Notwithstanding the previous sentence, in the absence of manifest error, be conclusive as event that moneys sufficient for such payment have been paid to the outstanding balance Trustee by the Bank, and amounts are owing to the Bank under the Reimbursement Agreement, as evidenced by a written certificate of the Ratable Loans made by such 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 failure Borrower hereby agrees and consents to such an assignment without defense or set-off by reason of any Bank dispute between the Borrower and the Trustee. Unless the Borrower is entitled to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations a credit under express terms of Borrower under this Agreement or the NotesIndenture, all payments on each Note shall be in the full amount required thereunder. In connection with a Refinancing Mortgage, Borrower Each Note shall deliver to the Administrative Agent, a mortgage note, be payable to the Administrative Agent for the account of the Banks, which Issuer and shall not be secured negotiated by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇Issuer, subject except to effect assignment thereof to the Administrative Agent’s reasonable approval. Each reference in this Agreement Trustee and to any successor trustee under the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may requireIndenture.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) 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), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank’s Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan CommitmentMaturity Date, payable to such Bank for (v) bear interest as provided in the account appropriate clause of its Applicable Lending Office (each such noteSection 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may hereafter be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.1, modifiedand mandatory repayment as provided in Section 4.2, extended, severed, assigned, substituted, renewed or restated from time and (vii) be entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, Credit Documents. (c) Each Lender will note 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 schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment of principal received by such Bank for the account in respect thereof and prior to any transfer of its Applicable Lending Office(sNote will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 1.5 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Note. No failure of any Lender to, request or obtain a Note evidencing its Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to 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 Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made to it by each Bank under this Agreement shall be evidenced by(i) if Revolving Loans, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B Exhibit A-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and collectively the "Revolving Notes"), and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be payable to the order of such Bank and executed by Borrowerbe dated the Restatement Effective Date, (ii) be in a stated principal amount equal to such Bank’s Loan Commitment, payable to the Revolving Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siii) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (v) be accelerated subject to mandatory repayment as provided in accordance with Section 4.02 and (vi) be entitled to the benefits of this Agreement. 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 is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes, endorse on account the reverse side thereof the outstanding principal amount of its Ratable Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans, which endorsement shall, in or affect the absence validity of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure transfer by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireNote.

Notes. Unless otherwise requested The holder of the Purchase Option shall exercise such option by a Bankdelivering written notice stating its desire to exercise this option to the Securities Depository, any Ratable Loans made the Indenture Trustee, the Remarketing Agents and the 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 each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in delivering to the form of EXHIBIT B duly completed and executed by Borrower, in a principal Indenture Trustee an amount equal to such Bank’s Loan Commitmentthe purchase price determined as described above at least thirty (30) days prior to the next succeeding Quarterly Distribution Date. If the holder of the Purchase Option fails to provide the required notice or an amount sufficient to redeem the Series 2004-2 Notes, payable the Trustee shall attempt to such Bank for sell the account of its Applicable Lending Office (each such note, as Financed Loans held within the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note Trust Estate pursuant to Section 3.07 or 12.052.13 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 “Ratable Loan Note”)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. A particular Bank’s Ratable Loan Note(s) are referred to collectively From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this Agreement as such Bank’s “Note”; all such Ratable Loan subsection (b), the Indenture Trustee shall deposit amounts sufficient to redeem each Class of the Series 2004-2 Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity next succeeding Quarterly Distribution Date occurring on or after November 1, 2005 or Auction Rate Distribution Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached appropriate, pursuant to the Ratable Loan mandatory redemption provisions of Section 2.09(f) and (g)(ii) of the Indenture and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product into separate Accounts established by the Indenture Trustee within the Note held by itPayment 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 those Accounts to redeem the Series 2004-2 Notes on their Quarterly Distribution Date or Auction Rate Distribution Date, the amount of each advanceas appropriate, and each payment of principal received by such Bank for the account of its Applicable Lending Office(sto pay any Issuer Derivative Payments (including all applicable Termination Payments) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as pursuant to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requirecorresponding Derivative Product.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and 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 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 such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account outstanding principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 4.01 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (b) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to 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 or Agreement, and shall not in any way affect the Notesguaranties therefor provided pursuant to the various Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Administrative Agentrespective Lender, a mortgage noteat the Borrower’s expense, payable the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise (a) If requested by a Bank, any Ratable the Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by each such Bank under this Agreement shall be evidenced byby a Revolving Note payable to each Bank and a Swingline Note payable to the Swingline Bank, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and as applicable. (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns, (iii) be in a stated principal amount equal to such Bank’s the Revolving Loan Commitment, payable to Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement. 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 is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower’s obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise (a) If requested by a any Bank, the Revolving Loans of such Bank to any Ratable Loans made by each Bank under this Agreement Borrower shall be evidenced by, and repaid with interest in accordance with, by a promissory note Revolving Credit Note of such Borrower in substantially the form of EXHIBIT B duly completed Exhibit A-1 attached hereto and executed incorporated herein by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office reference (each such notewith appropriate insertions) (collectively, as the same may hereafter from time to time be amended, modified, extended, severedrenewed, assignedrestated or replaced (including, substitutedwithout limitation, renewed any Revolving Credit Note issued in full or restated from time 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 time, including any substitute note pursuant to Section 3.07 or 12.05, Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Ratable Loan Swingline Note”). A particular Bank’s Ratable Loan Note(s. (c) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized 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 to endorse on and the schedule attached to the Ratable Loan Note held by it, the date and amount of each advance, and each payment of principal received 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 for 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 its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, 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 conclusive as 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 outstanding balance applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the Ratable Loans 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 such Bank. The failure by any Bank in the books, records and Register and subaccounts maintained pursuant to make such notations Section 2.03(c) (and, if consistent with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations entries of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage noteSection 2.03(d)) shall, 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 Banksto maintain such account, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any Register or all of such mortgage notessubaccount, as applicable, or any error therein, shall not in any manner affect the context may requireobligation 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. Unless Sections 2.11(a) and (b) of the Agreement are hereby amended in its entirety as follows: (a) Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of the date of such request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Note, Term A Note and/or Term B Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance withmodified from time to time, a promissory note “Note” and, collectively, the “Notes”), payable to the order of Borrower in the form of EXHIBIT B duly completed such Lender and executed by Borrower, in a principal amount equal to such BankLender’s Loan 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 to such Bank as provided herein and (z) provide for the account payment of its Applicable Lending Office interest in accordance with Section 2.4. (each such note, as b) The Revolving Loans and Borrowers’ obligation to repay the same may hereafter shall be amendedevidenced by the Revolving Notes, modifiedthis Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans A and Borrowers’ obligation to repay the same shall be evidenced by the Term A Notes, extendedthis Agreement and the books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, severed, assigned, substituted, renewed or restated from time to time, including any substitute note this Agreement and the books and records of Agent and the Term Loan B Lenders. Agent shall maintain the Register pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature10.13, and all outstanding principal and accrued interest and other Obligations a sub-account therein for each Lender, in which 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 schedule attached to the Ratable Loan Note held by it, recorded (i) the amount of each advanceLoan made hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each payment Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable LoansAgent hereunder from Borrowers and each Lender’s share thereof; provided, which endorsement shallhowever, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The any failure by Agent to maintain the Register or any Bank to make such notations sub-account with respect to the Loans any Loan or each advance continuation, conversion or payment thereof shall not limit or otherwise affect the Borrowers’ obligations of Borrower hereunder or under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank, any Ratable The Loans to be made by each Bank under this Agreement the Lenders to the Borrowers hereunder shall be evidenced by, and repaid with by promissory notes of the applicable Borrower. Each Note shall: (a) 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, with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and (e) be made by the Borrower. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this AgreementQualified Borrower. Each Bank is hereby authorized by Qualified Borrower to endorse on the schedule attached to the Ratable Loan Promissory Note held by it, shall (a) be in the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, be advanced to such Qualified Borrower; (b) be payable to the order of Administrative Agent for the account of the BanksLenders, which shall at the principal office of Administrative Agent; (c) bear interest in accordance with Section ‎2.06; (d) be secured in the form of Exhibit P attached hereto (with blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, upon the request of the Administrative Agent or any affected Lender, to reissue new Notes, in accordance with the terms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 13.12 hereof, in renewal of and substitution for the Note previously issued by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject Borrower to 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 mortgage notes, as the context may requireaffected Lender.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest by a Revolving Credit Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly B-1. The Swingline Loans made by the Swingline Lender shall be evidenced by a Swingline Note appropriately completed and in substantially the form of 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 Bank’s Loan Lender's Revolving Credit Commitment, payable to such Bank for (v) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity DateSECTION 2.8, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached applicable to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Revolving Loans made by such BankLender 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. The amount of principal owing on each Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Loans made under such Revolving Credit Note, less all payments of principal theretofore made by the Borrower and applied thereto in accordance with the terms of this Agreement. (c) Each Lender (or Swingline Lender, as applicable) will record on its internal records the amount and Type of each Revolving Loan, or Swingline Loan, as applicable, made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Revolving Credit Notes or Swingline Notes, as applicable, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans, or Swingline Loan, as applicable, evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the failure by of any Bank Lender (or Swingline Lender, as applicable) to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error therein, shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing MortgageRevolving Credit Notes or the Swingline Note. (d) The Swingline Note shall (i) be executed by the Borrower, Borrower shall deliver to the Administrative Agent, a mortgage note, (ii) be payable to the Administrative Agent for the account order of the BanksSwingline Lender, which shall (iii) be secured by dated as of the applicable Refinancing Mortgage. Such note shall Amendment Effective Date, (iv) be in such form a stated principal amount equal to the Swingline Commitment, (v) bear interest in accordance with the provisions of SECTION 2.8, as shall the same may be requested by ▇▇▇▇▇▇▇▇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 Administrative Agent’s reasonable approvalprovisions hereof and thereof. Each reference in this Agreement to the “Notes” The amount of principal owing on each Swingline Note at any given time shall be deemed to refer to the aggregate amount of all Swingline Loans made under such Swingline Note, less all payments of principal theretofore made by the Borrower and include any or all applied thereto in accordance with the terms of such mortgage notes, as the context may requirethis Agreement.

Notes. Unless otherwise requested by a Bank, any Ratable The Term Loans made by A of each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower (each a "Term Note A") substantially in the form set forth in Exhibit A-1, with appropriate insertions, payable to the order of EXHIBIT B duly completed and executed by Borrower, such Lender in a an original principal amount equal to such Bank’s Lender's Term Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (A and each such note, as Term Note A shall provide that the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). Term Loans A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as of such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations Lender shall be paid in full, on installments equal to such Lender's Pro Rata Share of the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the aggregate principal amount of the installments of the Term Loans A as set forth on Schedule 3.1(a). The Term Loans B of each advance, and Lender shall be evidenced by a promissory note (each payment of principal received by such Bank for the account of its Applicable Lending Office(sa "Term Note B") on account of its Ratable Loans, which endorsement shall, substantially in the absence of manifest errorform set forth in Exhibit A-2, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage noteappropriate insertions, payable to the Administrative Agent for order of such Lender in an original principal amount equal to such Lender's Term Loan B and each such Term Note B shall provide that the account Term Loans B of such Lender shall be paid in installments equal to such Lender's Pro Rata Share of the Banks, which 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 secured evidenced by a promissory note (each a "Revolving Note") substantially in the applicable Refinancing Mortgage. Such note form set forth in Exhibit A-3, with appropriate insertions, payable to the order of such Lender in a face principal amount equal to such Lender's Pro Rata Share of the Revolving Commitment Amount and each such Revolving Note shall provide that each Revolving Loan of such Lender shall be paid in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to full on 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 mortgage notes, as the context may requireRevolving Credit Termination Date.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 11.15 and shall, if requested by any Lender, also be evidenced by, and repaid with interest in accordance with, by a promissory note duly executed and delivered by the Borrower and the Guarantors, in the case of Borrower the Term A Loan, substantially in the form of EXHIBIT Exhibit A-1, and in the case of the Term B duly Loan, in the form of Exhibit A-2, in each case, with blanks appropriately completed and in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Note issued to each Lender shall (i) be executed by Borrowerthe Borrower and the Guarantors, (ii) be payable to such Lender or its registered assigns and be dated the Borrowing Date, (iii) be in a stated principal amount equal to the Loans made by such Bank’s Loan Commitment, Lender on the Borrowing Date and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the same may appropriate clause of Section 1.06, (vi) be accelerated subject to voluntary prepayment as provided in accordance with 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 entitled to the benefits of this Agreement. Agreement and the other Credit Documents. (c) Each Bank is hereby authorized Lender will note on its internal records the amount of the Loan made by Borrower it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the schedule attached to reverse side thereof the Ratable Loan Note held by it, the outstanding principal amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance or payment any error in such notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested (a) The Borrower agrees that, upon the request to the Administrative Agent by a Bankany Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), any Ratable Loans made by each Bank under this Agreement shall be evidenced byin order to evidence such Lender’s Loan, the Borrower will execute and repaid with interest in accordance with, deliver to such Lender a promissory note of Borrower substantially in the form of EXHIBIT B duly completed Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and executed by Borrowerprincipal 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 Bank’s Loan Commitment, Lender to the Borrower. Each Note shall be dated the Closing Date and shall be payable to such Bank as provided in Subsection 2.2(b) and provide for the account payment of its Applicable Lending Office interest in accordance with Subsection 4.1. (each such note, as b) The Initial Term Loans of all the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations Lenders shall be paid payable in fullconsecutive quarterly installments up to and including the Maturity Date (subject to reduction as provided in Subsection 4.4), 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 schedule attached to the Ratable Loan Note held by it, the amount of each advance, dates and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 ▇▇▇▇▇▇▇▇principal amounts, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement adjustment as set forth below, equal to the “Notes” shall be deemed to refer to and include any or respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such mortgage notesInitial Term Loans then outstanding): Each March 31, as June 30, September 30 and December 31 ending prior to the context may require.Maturity Date 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. Unless otherwise requested by a Bank(a) The Borrowers’ obligation to pay the principal of, any Ratable and interest on, the Loans made to the Borrowers by each Bank under this Agreement Lender shall be set forth on the Register maintained by the Administrative Agent and, subject to the provisions of SECTION 2.05(c), shall be evidenced by, and repaid with interest in accordance withat the request of the applicable Lender, a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit N-1, with blanks appropriately completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office conformity herewith (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Dateeach, as the same may be accelerated amended, supplemented or otherwise modified from time to time, a “Note”). (b) The Note issued to each requesting Lender shall (i) be executed jointly by each of the Borrowers, (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 date of issuance thereof), (iii) be in a stated principal amount equal to 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 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 this Agreement and the other Loan Documents. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers shall affect or in any manner impair the obligation of the Borrowers to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement. Each Bank is hereby authorized by Borrower to endorse on , and shall not in any way affect the schedule attached security or Guaranties therefor provided pursuant to the Ratable Loan Documents. At any time when any Lender requests the delivery of a Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account to evidence any of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, each Borrower shall promptly jointly execute and deliver to that Lender the requested Note in the absence of manifest error, be conclusive as appropriate amount or amounts to the outstanding balance of the Ratable Loans made by evidence such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) Each applicable Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made to it by each Bank under this Agreement Lender shall be evidenced by(i) if a Term Loan, and repaid with interest in accordance with, by a promissory note of Borrower the Company substantially in the form of EXHIBIT B duly Exhibit A-1 (each a "Term Note" and, collectively, the "Term Notes") and (ii) if a Revolving Loan, by a promissory note of the applicable Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed and in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to a Lender with a Term Loan Commitment shall: (i) be executed by Borrower, the Company; (ii) be payable to the order of such Lender and be dated on or prior to the Initial Borrowing Date; (iii) be in a stated principal amount equal to the Term Loan Commitment of such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account principal amount of its Applicable Lending Office Term Loans evidenced thereby; (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date; (v) bear interest as provided in section 2.7 in respect of the Prime Rate Loans or Eurocurrency Loans, as the same case may be accelerated be, evidenced thereby; (vi) provide for installment payments of principal thereof in accordance with section 5.2(b); (vii) be subject to mandatory prepayment as provided in section 5.2; and (viii) be entitled to the benefits of this Agreement. Each Bank is hereby authorized Agreement and the other Credit Documents. (c) The Revolving Note issued by any Borrower to endorse a Lender with a Revolving Commitment shall: (i) be executed by such Borrower; (ii) be payable to the order of such Lender and be dated on or prior to the Initial Borrowing Date; (iii) be payable in the principal amount of Revolving Loans evidenced thereby; (iv) mature on the schedule attached Maturity Date; (v) bear interest as provided in section 2.7 in respect of the Prime Rate Loans or Eurocurrency Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 5.2; and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received any of the Notes issued to it by such Bank for any Borrower, endorse on the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in reverse side thereof or the absence of manifest error, be conclusive as to grid attached thereto the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance or payment any error in any such notation shall not limit or otherwise affect the any Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise 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 BankRegistered Holder 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 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 direction of remedies and certain other matters in accordance with the terms of the Indenture to the rights of the Holders of Class A Notes issued from time to time 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 Senior Obligation is Outstanding. Interest payable on this Note 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 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 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 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 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 (i) the 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"). The Interest Period, including, without limitation, an Auction Period, the 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 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 determined in accordance with the terms, conditions and provisions of the First Supplemental Indenture and the Auction Agent Agreement, to which terms, conditions and provisions specific reference is hereby made, and all of which terms, conditions and provisions are hereby specifically incorporated herein by reference. If the Auction Rate for the Series 1999-1C Notes is greater than the Net Loan Rate, 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 Ratable Loans made by each Bank under this Agreement 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 evidenced byseparately 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 repaid (2) moneys are available pursuant to the terms of 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 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 interest 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 withwith 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 Series 1999-1C Note, which Series 1999-1C Note is to be redeemed or deemed no longer Outstanding under the 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 the preceding clause (b); provided, however, that 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 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 promissory note of Borrower portion thereof, such unpaid portion shall be 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 to the extent that the conditions in the form first sentence of EXHIBIT B duly completed this paragraph are satisfied. On any Interest Payment Date on which the Trustee pays less than all of the Carry-Over Amount (and executed any interest accrued thereon) with respect to a Series 1999-1C Note, the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such 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 Borrowerthe Trustee in accordance with the provisions of the immediately preceding paragraph, and the Trustee shall make payment of the Carry-Over Amount in a principal amount equal 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 otherwise, each purchaser of the Series 1999-1C Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to such Bank’s Loan Commitmenthave agreed (i) to participate in Auctions on the terms described in the First Supplemental Indenture, payable (ii) to such Bank have its beneficial ownership of the Series 1999-1C Notes maintained at all times in Book-Entry Form for the account of its Applicable Lending Office Participant, which in turn will maintain records of such beneficial ownership, and (each iii) to authorize such note, Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the same Auction Agent may hereafter be amendedrequest. So long as the ownership of Series 1999-1C Notes is maintained in Book-Entry Form by the Securities Depository, modifiedan Existing Holder may sell, extended, severed, assigned, substituted, renewed transfer or restated from time to time, including any substitute note otherwise dispose of Series 1999-1C Notes only pursuant to Section 3.07 a Bid or 12.05Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 1999-1C Notes through a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred Broker-Dealer, provided that, in the case of all transfers other than pursuant to collectively in this Agreement as Auctions, such Bank’s “Note”; all Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”transfer. The Ratable Loans 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 maturebe 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 outstanding 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 interest in excess of 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 credited on the principal and accrued interest and other Obligations shall 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 execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this Note and under the related documents. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 1999-1 Notes shall be redeemed, in part, on the Maturity Datefirst regularly scheduled Interest Payment Date occurring after April 4, as the same may 2000 for which notice can be accelerated given in accordance with this Agreement. Each Bank is hereby authorized by Borrower the requirements of the First Supplemental Indenture, at a Redemption Price equal to endorse on 100% of the schedule attached to the Ratable Loan Note held by it, the principal amount of each advanceSeries 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 each payment from that portion of principal received by the Reserve Fund which, if left in the Reserve Fund upon such Bank for redemption, would cause the account Balance in the Reserve Fund to exceed the Reserve Fund Requirement, calculated giving effect to such redemption. Subject to compliance with the provisions of its Applicable Lending Office(s) the Indenture relating to certain asset requirements, Outstanding Series 1999-1C Notes shall be redeemed on account of its Ratable Loans, which endorsement shallany regularly scheduled Interest Payment Date, in whole or in part, at a Redemption Price equal to 100% of the absence principal amount thereof to be redeemed, from that portion of manifest error, be conclusive as to the outstanding balance of the Ratable Series 1999-1 Surplus Subaccount that has been on deposit therein for at least 12 months, has not been used to acquire Student Loans made by such Bank. The failure by any Bank and as to make such notations with respect which the Corporation has failed to certify to the Loans Trustee is necessary to pay debt service on the Outstanding Notes or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgageon Outstanding Other Obligations, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 including accrued interest thereon, with respect to Outstanding Notes, Administrative Expenses or Note Fees or to make required deposits to the Administrative Agent’s reasonable approvalIndemnification Fund. Each reference in this Agreement Subject to compliance with the “Notes” shall 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 deemed to refer to and include redeemed on any or all of such mortgage notes, as the context may require.regularly

Notes. Unless otherwise requested by a Bank(a) The Borrowers’ obligation to pay the principal of, and interest on, the Loans of any Ratable Loans Class made by each Bank under this Agreement Lender shall be joint and several and shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 10.15 and shall, and repaid with interest in accordance withif requested by such Lender as provided below, also be evidenced by a promissory note of Borrower duly executed and delivered by the Borrowers substantially in the form of EXHIBIT B duly Exhibit H-l or Exhibit H-2, as applicable, with blanks appropriately completed and in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has made a Loan shall (i) be executed by Borrowerthe Borrowers, (ii) be payable to such Lender or its registered assigns, (iii) be in a stated principal amount equal to the Class of Loan made by such Bank’s Lender and be payable in the outstanding principal amount of the Loan Commitmentevidenced thereby, payable (iv) mature on the applicable Maturity Date, (v) bear interest as provided in Section 2.06, (vi) be subject to such Bank for voluntary prepayment and mandatory repayment as provided herein, and (vii) be entitled to the account benefits of this Agreement and the other Loan Documents. (c) Each Lender will note on its Applicable Lending Office (internal records the amount of the Loan of each such noteClass made by it and each payment in respect thereof and, as prior to the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note surrender of a Note pursuant to Section 3.07 10.15, will record on the reverse side thereof the outstanding principal amount of Loans of such Class evidenced thereby. Failure to make any such notation or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(sany error in such notation or endorsement shall not affect the Borrowers’ obligations in respect of such Loans. (d) are referred Notwithstanding anything to collectively the contrary contained above in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively Section 2.04 or elsewhere in this Agreement as Agreement, Notes shall only be delivered to Lenders which at any time specifically request the “delivery of such Notes”. The Ratable No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers of any Class shall mature, affect or in any manner impair the obligations of the Borrowers to pay the Loans (and all outstanding principal and accrued interest and other Obligations shall related Loan Document Obligations) incurred by the Borrowers which would otherwise be paid in full, on the Maturity Date, as the same may be accelerated evidenced thereby in accordance with the requirements of this Agreement. Each Bank is hereby authorized by Borrower to endorse on , and shall not in any way affect the schedule attached security or guarantees therefor provided pursuant to the Ratable various Loan Documents. Any Lender which does not have a Note held by itevidencing 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 a Note to evidence any of its Loans of any Class, the amount of each advance, Borrowers shall (at their expense) promptly execute and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The respective Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made to it by each Bank under this Agreement shall be evidenced by(i) if A Term Loans, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit B-1 with blanks appropriately completed and in conformity herewith (b) The A Term Note issued to each Bank with an A Term Commitment shall (i) be executed by Borrowerthe 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 such Bank’s Loan Commitment, payable to the A Term Commitment of such Bank for and be payable in the account prin- cipal amount of its Applicable Lending Office the A Term Loans evidenced thereby, (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to mandatory repayment as provided in accordance 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. 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 is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes, endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement shall be evidenced by(i) if Revolving Loans, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed and in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to such Bank’s Loan Commitment, payable to the Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Revolving Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary repayment as provided in accordance with Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. 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 is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the 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 of such Bank’s Loan CommitmentLender as of the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable to such Bank for in the account outstanding principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (v) bear interest as the same may provided in Section 2.04, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 5.01 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Notes or Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 2.03 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans made by such Bank. The failure by shall affect or in any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect manner impair the obligations of the Borrower under to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoan(s).

Notes. Unless otherwise requested by a Bank(a) The obligation of the Borrowers to pay the principal of, any Ratable Loans and interest on, the Loan made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B Exhibit A, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender shall (i) be duly completed executed and executed delivered by Borrowerthe Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance, (iii) be in a stated principal amount equal to the outstanding principal amount of the Loan of such Bank’s Lender on the date of issuance thereof and be payable in Dollars in the principal amount of the Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated 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 Lender will note on its internal records the amount of the Loan made by it and each payment in respect thereof and will, prior to any transfer of its Note, endorse on the 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 Borrower’s obligations in respect of such Loan. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loan to the Borrowers shall affect or in any manner impair the obligation of each Borrower to pay the Loan (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement. Each Bank is hereby authorized by Borrower to endorse on , and shall not in any way affect the schedule attached security therefor or guaranties thereof provided pursuant to the Ratable various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, shall in the absence of manifest error, no event be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank required to make such the notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations described in preceding clause (c) of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireSection 1.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest by a Revolving Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly A-1. The Swingline Loans made by the Swingline Lender shall be evidenced by a Swingline Note appropriately completed and in substantially the form of 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 Acceptance), (iv) be in a stated principal amount equal to such Bank’s Loan Lender's Commitment, payable to such Bank for (v) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity DateSECTION 2.8, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower applicable from time to endorse on the schedule attached time to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Revolving Loans made by such Bank. 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) 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 Closing 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 the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Lender will record on its internal records the amount and Type of each Revolving Loan made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Revolving 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 Acceptance relating to such transfer; provided, however, that the failure by of any Bank Lender to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error therein, shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Revolving Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank(a) The Borrowers’ obligation to pay the principal of, any Ratable and interest on, the Loans made to the Borrowers by each Bank under this Agreement Lender shall be set forth on the Register maintained by the Administrative Agent and, subject to the provisions of SECTION 2.05 (c), shall be evidenced by, and repaid with interest in accordance withat the request of the applicable Lender, a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit N-1, with blanks appropriately completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office conformity herewith (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Dateeach, as the same may be accelerated amended, supplemented or otherwise modified from time to time, a “Note”). (b) The Note issued to each requesting Lender shall (i) be executed jointly by each of the Borrowers, (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 date of issuance thereof), (iii) be in a stated principal amount equal to 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 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 this Agreement and the other Loan Documents. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers shall affect or in any manner impair the obligation of the Borrowers to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement. Each Bank is hereby authorized by Borrower to endorse on , and shall not in any way affect the schedule attached security or Guaranties therefor provided pursuant to the Ratable Loan Documents. At any time when any Lender requests the delivery of a Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account to evidence any of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, each Borrower shall promptly jointly execute and deliver to that Lender the requested Note in the absence of manifest error, be conclusive as appropriate amount or amounts to the outstanding balance of the Ratable Loans made by evidence such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Credit Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest by a Revolving Credit Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly completed and A-1. (b) The Revolving Credit Note issued to each Lender with a Revolving Credit Commitment 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 Revolving Credit Notes issued pursuant to an Assignment and Acceptance, as of the date thereof), (iv) be in a stated principal amount equal to such Bank’s Loan Lender's Revolving Credit Commitment, payable to such Bank for (v) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity DateSECTION 2.6, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached applicable to the Ratable Revolving Credit Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Loan Note held by it, Documents and subject to the provisions hereof and thereof. (c) Each Lender will record on its internal records the amount of each advance, Loan made by it and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shallit in respect thereof and will, in the absence event of manifest errorany transfer of any of its Notes, be conclusive 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 outstanding balance Assignment and Acceptance relating to such transfer; provided, however, that the failure of the Ratable Loans made by such Bank. The failure by any Bank Lender to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error in such recordation or information, shall not limit or otherwise affect the Borrower's obligations in respect of Borrower under this Agreement or such Loans. (d) The Swingline Loans shall be evidenced by a promissory note (the Notes. In connection with a Refinancing Mortgage"Swingline Note") substantially in the form of EXHIBIT A-2, Borrower shall deliver to attached hereto, which shall: (1) be executed by the Administrative Agent, a mortgage note, Borrower; (ii) be payable to the Administrative Agent for the account order of the Banks, which shall Swingline Lender and be secured by dated as of the applicable Refinancing Mortgage. Such note shall Closing Date; (iii) be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject a stated principal amount equal to the Administrative Agent’s reasonable approval. Each reference Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time; (iv) be payable one (1) Business Day after demand; (v) bear interest at the Adjusted Base Rate; and (vi) be entitled to the benefits of this Agreement to and the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may requireGuaranty Agreements.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, all the Loans made to it by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT Exhibit B duly with blanks appropriately completed in conformity herewith (each a "Note" and collectively, the "Notes"). (b) The Note issued to each Bank shall (i) be executed by the Borrower, (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 such Bank’s Loan Commitment, payable to the amount of the Loans made by such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated and which are outstanding from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 Borrower will issue a replacement Note in the same may be accelerated in accordance with this Agreement. principal amount thereof and otherwise of like tender. (c) Each Bank is hereby authorized by Borrower to endorse will record on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment of principal received by such Bank for the account in respect thereof and will prior to any transfer of its Applicable Lending Office(s) Note endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance or payment any error in any such notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable Loans and interest on, the Loan made to it by each Bank under this Agreement shall be Original Lender, has been evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly completed Exhibit C (each, an "Original Note" and, collectively, the "Original Notes"). (b) 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 Borrower, (ii) be payable to the order of such Original Lender or its registered assigns and be dated the Closing Date, (iii) be in a the stated principal amount equal to such Bank’s the Loan Commitment, payable outstanding to such Bank for Original Lender on the account Closing Date and be payable in the principal amount of its Applicable Lending Office the Loan evidenced thereby, (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, annexed hereto as Exhibits D and E and (viii) be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached entitled to the Ratable Loan Note held by it, benefits of this Agreement and the Subordinated Guaranty. (c) Each Original Lender and Investor will note on its internal records the amount of each advance, Loan made or acquired by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for any Note, endorse on the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such BankLoan evidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account in respect 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 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) To evidence loans made and outstanding hereunder prior to December 30, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it2001, the amount of each advance, Trust shall execute and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative AgentBank a Promissory Note in form similar to Exhibit "A" attached hereto and made a part hereof for all purposes, with blanks appropriately completed, and being payable and bearing interest at a mortgage note, payable rate equal to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage1% per annum less than ▇.▇. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇ ▇▇▇▇▇ &Co., Inc.'s prime (b) At maturity of any Note then evidencing the debt created hereunder, if the commitment of the Bank is extended as provided in paragraph 1.1(c), the Trust shall execute and deliver to the Bank a subsequent Note in terms identical to Exhibit "A" attached hereto and made a part hereof for all purposes, except that each such Note shall bear the date of issue and recite appropriate 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 mutual 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 the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” all terms hereof and shall be deemed the "Note" hereunder. (c) 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 refer Bank a promissory note in form similar to Exhibit "B" attached hereto and include any or made a part hereof for all purposes, to evidence loans made and outstanding hereunder, which said note shall recite the appropriate dates and shall be amortized over a period of time and in such a way that the principal and interest shall be paid in equal quarterly installments in amounts as are required to retire the indebtedness over a term, not to exceed five (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 held by Bank at the time of the execution of such mortgage notesExhibit "B" type note. Interest on such note shall bear interest at a rate equal to 1% per annum less than ▇.▇. ▇▇▇▇▇▇ Chase &Co.'s prime lending rate adjusted daily. There shall be endorsed upon such note, to evidence the 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 note hereunder. (d) Each Advance made and payment received hereunder by Bank shall be deemed made or received upon the Note held by Bank and shall be evidenced by an appropriate entry thereon or on an attachment thereto, or upon Bank's records as in other like cases, at Bank's option. Unless the context indicates otherwise, a reference herein to (e) The advancing Notes as provided for under paragraph 1.4(a) and (b) shall each provide that advancements of principal may requirebe made thereunder at various times prior to maturity at the request of the Trust, subject however the outstanding balance of same shall not exceed at any time the face amount of such notes; that interest shall accrue thereunder only from the date principal amounts are advanced; and that prepayments may be made at any time, without penalty, and any sum prepaid may be re-borrowed.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Term Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Borrowing Date (or, if issued after the Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan made by such Bank’s Lender on the Borrowing Date (or, if issued after the Borrowing Date, be in a stated principal amount equal to the outstanding Term Loan Commitment, of such Lender at such time) and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of 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 Eurodollar Loans, as the same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Term Loan made by it and each payment in respect thereof and prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to 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 Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireTerm Loans.

Notes. Unless otherwise requested by a Bank, any Ratable The obligation of the Company to repay the Loans made by each Bank under this Agreement ----- shall be evidenced byby promissory notes, which promissory notes shall be issued in substitution and repaid with interest in accordance with, a promissory note replacement of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment"Notes" issued under the Existing Credit Agreement, payable to such Bank for the account order of its Applicable Lending Office (each such noteLender, as applicable, in the same may hereafter be amendedforms of those attached hereto as Exhibit A-1 (the "Tranche A Notes"), modifiedExhibit A-2 (the ----------- ----------- "Tranche B Notes"), extendedExhibit A-3 (the "Tranche C Note"), severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”Exhibit A-4 (the ----------- ----------- "Tranche D Notes") and Exhibit A-5 (the "Tranche E Notes"). A particular Bank’s Ratable Loan Note(s) are referred The Administrative ---- Agent shall deliver a monthly statement of account to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Company setting forth the unpaid principal balance of Loans shall matureoutstanding hereunder, and all outstanding principal each Lender's interest therein, which statement shall (absent clerical error) be deemed conclusively correct and accrued interest and other Obligations shall be paid in full, on accepted by the Maturity Date, as Company unless the same may be accelerated in accordance with this AgreementCompany notifies the Administrative Agent to the contrary within fifteen (15) Business Days following delivery of such statement. Each Bank Lender is hereby authorized by Borrower to endorse on record the schedule attached to the Ratable Loan Note held by it, the date and amount of each advance, conversion and continuation and the date and amount of each such payment or prepayment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans each Loan made by such BankLender, the applicable Eurodollar Interest Period, if any, and the interest rate with respect thereto, on the schedules annexed to and constituting a part of its respective Note or Notes (or by any analogous method any Lender may elect consistent with its customary practices), and any such recordation shall constitute conclusive evidence of the accuracy of the information so recorded absent manifest error. The failure by of any Bank Lender to make any such notations with respect to the Loans or each advance or payment notation shall not limit affect in any manner or otherwise affect to any extent the obligations of Borrower under this Agreement or Company's obligation to pay and perform the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireObligations.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest by a Revolver A Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT A-1, a Revolver B duly Note appropriately completed in substantially the form of EXHIBIT A-2 and a Bid Loan Note appropriately completed in substantially the form of EXHIBIT A-3. The Notes issued to each Lender shall (i) be executed by the Borrower, in a principal amount equal to such Bank’s Loan Commitment, (ii) be payable to the order of such Bank for Lender, (iii) be dated as of the account Closing Date (or, in the case of its Applicable Lending Office (each such noteNotes issued pursuant to an Assignment and Acceptance, as of the same may hereafter be amendedeffective date thereof), modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively bear interest in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as accordance with the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Dateprovisions of SECTION 2.8, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached applicable to the Ratable Loans made by such Lender from time to time, and (v) be entitled to all of the benefits of this Agreement and the other Loan Note held by itDocuments 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, respectively, and Bid Loan Notes shall be in a stated principal amount equal to the aggregate Revolver A Commitments. (b) Each Lender will record on its internal records the amount of each advance, Loan made by it and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shallit in respect thereof and will, in the absence event of manifest errorany transfer of any of its Notes, be conclusive 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 outstanding balance Assignment and Acceptance relating to such transfer; provided, however, that the failure of the Ratable Loans made by such Bank. The failure by any Bank Lender to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error in such recordation or information, shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a BankThe 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 (an “Optional Prepayment”) on any Ratable Loans made by each Bank under this Agreement Payment Date at the accrued and unpaid interest on and portion of the Aggregate Outstanding Principal Amount of the Class or Classes of Series 2007-1 Notes to be repaid; provided, that any partial prepayment of the Series 2007-1 Notes that would cause Assured Guaranty to cease to be the Aggregate Controlling Party shall require the prior written consent of Assured Guaranty. In order to effect an Optional Prepayment in whole or in part of one or more Classes of the Series 2007-1 Notes: (i) the Co-Issuers must give notice of their election to prepay to the Indenture Trustee, the affected Noteholders, the Rating Agencies, the Series 2007-1 Class A Insurer and the Servicer, in accordance with the prepayment notice provisions set forth in Section 4.7(f) hereof; (ii) the amount on deposit in the related Principal Payment Account that is allocable to the Series 2007-1 Notes to be evidenced byprepaid 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 repaid with interest in accordance withthe Series 2007-1 Post-ARD Contingent Additional Interest, a promissory note of Borrower in if any); (iv) the form of EXHIBIT B duly completed Accrued Insurer Premium Amount, the Insurer Expense Amount, the Insurer Reimbursement Amount and executed by Borrowerthe Insurer Make-Whole Premium, in a principal amount equal to such Bank’s Loan Commitmentif any, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall must be paid in fullfull pursuant to the Priority of Payments, in each case on the Maturity 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 other Series of Notes Outstanding) without the payment in full of the Series 2007-1 Senior Notes and all other Senior Notes Outstanding, the following conditions are satisfied, as certified to the Indenture Trustee in an Officer’s Certificate of each 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 Three-Month DSCR (without giving effect to any equity contributions otherwise included in the calculation of Net Cash Flow) is at least equal to the Three-Month DSCR as of the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower Series 2007-1 Closing Date (after giving effect to endorse the issuance of the Series 2007-1 Notes on the schedule attached Series 2007-1 Closing Date). For so long as any Class of Series 2007-1 Notes is listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Indenture Trustee shall deliver written notice of an Optional Prepayment of such Class of Series 2007-1 Notes to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank Irish Paying Agent (for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as notification to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect Irish Stock Exchange) at least ten (10) days prior to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireOptional Prepayment Date.

Notes. Unless otherwise requested by a Bank(a) Each Borrower’s obligation to pay the principal of, any Ratable and interest on, the Revolving Loans made to it by each Bank under this Agreement shall be evidenced byby the Register maintained by the Administrative Agent pursuant to Section 12.04 and shall, and repaid with interest in accordance withif requested by such Bank, also be evidenced by a promissory note of duly executed and delivered by the applicable Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued to each Bank requesting same shall (i) be payable to the order of such Bank and executed by Borrowerbe dated the Restatement Effective Date, (ii) be in a stated principal amount equal to such Bank’s Loan Commitment, payable to the Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such noteiii) 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 same case may hereafter be, evidenced thereby, (v) be amended, modified, extended, severed, assigned, substituted, renewed or restated from time subject to time, including any substitute note pursuant mandatory repayment as provided in Section 4.02 and (vi) be entitled to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Credit Documents. (c) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes (if any), endorse on account the reverse side thereof the outstanding principal amount of its Ratable Revolving Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Revolving Loans evidenced thereby. Failure to make any such notation shall not affect the applicable Borrower’s obligations in respect of such Revolving Loans, which endorsement shall, in or affect the absence validity of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure transfer by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireNote.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Loans made by each Bank under this Agreement shall be evidenced by(1) in the case of Revolving Credit Loans, and repaid with interest by a Revolving Credit Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly Exhibit B-1, and (2) in the case of the Term Loan, by a Term Note appropriately completed and in substantially the form of Exhibit B-2. (b) Each Revolving Credit Note issued to a Bank shall (1) be executed by the Borrower, (2) be payable to the order of such Bank, (3) be dated as of the Closing Date, (4) be in a stated principal amount equal to such Bank’s Loan Revolving Credit Commitment, payable to such Bank for (5) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date2.07, as the same may be accelerated applicable to the Revolving Credit Loans made by such Bank from time to time, and (6) be entitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof. (c) The Term Note issued to a Bank shall (1) be executed by the Borrower, (2) be payable to the order of such Bank, (3) be dated as of the Closing Date, (4) be in a stated principal amount equal to such Bank’s Term Loan Commitment, (5) bear interest in accordance with the provisions of Section 2.07, as the same may be applicable to the Term Loans made by such Bank from time to time, and (6) be entitled to all of the benefits of this Agreement. Agreement and the other Loan Documents and subject to the provisions hereof and thereof. (d) Each Bank is hereby authorized by Borrower to endorse will record on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advanceLoan made by it and each renewal, conversion, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shallit in respect thereof and will, in the absence event of manifest errorany transfer of any of its Notes, be conclusive 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 outstanding balance Assignment and Assumption relating to such transfer, provided, however, that the failure of the Ratable Loans made by such Bank. The failure by any Bank to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error therein, shall not limit or otherwise affect the Borrower’s obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the The Banks, which ’ records as set forth above shall be secured by the applicable Refinancing Mortgage. Such note shall presumed to be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requirecorrect absent manifest error.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Loans made by each Bank under this Agreement shall Lender may, at the election of such Lender, be evidenced by, and repaid with interest by a Revolving Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly Exhibit A-1. The Swingline Loans made by the Swingline Lender may, at the election of the Swingline Lender, be evidenced by a Swingline Note appropriately completed and in substantially the form of Exhibit 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 Acceptance), (iv) be in a stated principal amount equal to such BankLender’s Loan Revolving Commitment (or, in the case of the Swingline Note, the amount of the Swingline Commitment), payable to such Bank for (v) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date2.8, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower applicable from time to endorse on the schedule attached time to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The 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 Lender will record on its internal records the amount and Type of each Loan and L/C Advance made by it and each payment received by it in respect thereof and will, in the event of any 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 Acceptance relating to such transfer; provided, however, that the failure by of any Bank Lender to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error therein, shall not limit or otherwise affect the Borrower’s obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Loans made funded by each Bank under this Agreement Lender shall be evidenced by, by one or more accounts or records maintained by such ▇▇▇▇▇▇ and repaid with interest in accordance with, a promissory note of Borrower by Administrative Agent in the form ordinary course of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”business. The Ratable Loans Administrative Agent shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on maintain the Maturity Date, as the same may be accelerated Register in accordance with this AgreementSection 13.14(d). Each Bank is hereby authorized The accounts or records maintained by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of each advancethe Borrowings made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and each payment records maintained by any ▇▇▇▇▇▇ and the accounts and records of principal received by Administrative Agent in respect of such Bank for matters, the account accounts and records of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, Administrative Agent shall control in the absence of manifest error. (b) Upon the request of any Lender made through Administrative Agent, each Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be conclusive as to in the outstanding balance amount of the Ratable Loans made by applicable Lender’s Lender Commitment; (b) be payable to such Bank. The failure by any Bank to make such notations with respect to Lender at the Loans or each advance or payment shall not limit or otherwise affect the obligations principal office of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to 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 the Borrowers. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a mortgage note, promissory note of each such Qualified Borrower. Each Qualified Borrower Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; USActive 61477672.3USActive 61994469.1-54- (b) be payable to the Administrative Agent for the account of the BanksLenders, which shall at the principal office of Administrative Agent; (c) bear interest in accordance with Section 2.06; (d) be secured in the form of Exhibit O attached hereto (with blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, upon the request of the Administrative Agent or any affected Lender, to reissue new Notes in accordance with the terms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 13.14 hereof, in renewal of and substitution for the Note previously issued by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject Borrowers to 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 mortgage notes, as the context may requireaffected Lender.

Notes. Unless otherwise requested Advances made under Section 2.1 hereof shall be ----- evidenced by a the Revolving Promissory Note, which such Revolving Promissory Note shall be (i) dated October 13, 1998, (ii) be payable to the order of Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with (iii) bear interest in accordance withwith Section 2.5 hereof, a promissory note of Borrower and (iv) be in the form of EXHIBIT B duly Exhibit A-1 attached hereto with the blanks appropriately completed in conformity herewith. The Revolving Promissory Note shall also support the amount of each Letter of Credit issued pursuant herein. Upon the funding of any Letter of Credit by the Bank, Borrowers shall provide Bank with a Notice of Borrowing in such an amount as is necessary to pay off the funded Letter of Credit. Such Notice of Borrowing shall be given to Bank at most one (1) Business Day after Borrower is notified of the funding upon the Letter of Credit. If the required Notice of Borrowing shall not have been timely received by Bank, Borrowers shall be deemed to have selected the rate set forth in Section 2.5(a) to be applicable to such portion of the Loan necessary to pay off the Letter of Credit and executed by Borrower, in a to have given Bank notice of such selection. Notwithstanding the principal amount equal to of the Revolving Promissory Note as stated on the face thereof, the amount of principal actually owing on such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from Revolving Promissory Note at any given time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullthe aggregate of all Advances theretofore made to Borrower thereunder, on the Maturity Date, as the same may be accelerated in accordance with this Agreementless all payments of principal theretofore actually received thereunder by Bank. Each Bank is hereby authorized by Borrower authorized, but is not required, to endorse on the schedule attached to the Ratable Loan Revolving Promissory Note held by it, appropriate notations evidencing the date and amount of each Advance as well as the amount of each advance, and each payment of principal received made by such Bank for Borrower thereunder. Advances made under Section 2.1 hereof may also be evidenced by the account of its Applicable Lending Office(s) on account of its Ratable LoansShort Term Revolving Note, which endorsement shall, in the absence of manifest error, such Short Term Revolving Note shall (i) be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 dated ▇▇▇▇▇ ▇, ▇▇▇▇, subject (▇▇) be payable to the Administrative Agent’s reasonable approvalorder of Bank, (iii) bear interest in accordance with Section 2.5 hereof, and (iv) be in the form of Exhibit A-2 attached hereto with the blanks appropriately completed in conformity herewith. Each reference in this Agreement Notwithstanding the principal amount of the Short Term Revolving Note as stated on the face thereof, the amount of principal actually owing on such Short Term Revolving Note at any given time shall be the aggregate of all Advances theretofore made to Borrower thereunder, less all payments of principal theretofore actually received thereunder by Bank. Bank is authorized, but is not required, to endorse on the schedule attached to the “Notes” Short Term Revolving Note appropriate notations evidencing the date and amount of each Advance as well as the amount of each payment made by Borrower thereunder. No Advance shall be deemed to refer to and include any or all of made on the Short Term Revolving Note until such mortgage notes, time as there is no availability remaining under the context may requireRevolving Promissory Note.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, all the Loans made to it by each Bank under this Agreement shall be evidenced by(i) if Revolving Loans, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank’s Bank (or, if issued after the termination of such Revolving Loan Commitment, payable be in a stated principal amount equal to the outstanding Revolving Loans of such Bank for at such time) and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such noteiv) 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 same case may hereafter be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02, extended, severed, assigned, substituted, renewed or restated from time and (vii) be entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in 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 such Bank’s “Note”; all such Ratable Loan Notes 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 interests are referred mandatory repayment as provided in Section 4.02, and (vii) be entitled to collectively in the benefits of this Agreement as and the “Notes”. 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. Credit Documents. (d) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) Subject to the provisions of Section 1.05(f), any Ratable the Company's obligation to pay the principal of, and interest on, all the Loans made by each Bank under this Agreement shall be evidenced by(i) if Dollar Facility Revolving Loans, and repaid with interest in accordance with, by a promissory note of Borrower duly executed and delivered by the Company substantially in the form of EXHIBIT B Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Dollar Facility Revolving Note" and, collectively, the "Dollar Facility Revolving Notes"), (ii) if Dual Currency Facility Revolving Loans, by a promissory note duly executed and delivered by the Company substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Dual Currency Facility Revolving Note" and, collectively, the "Dual Currency Facility Revolving Notes") and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Company substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Dollar Facility Revolving Note issued to each Dollar Facility Bank shall (i) be executed by Borrowerthe Company, (ii) be payable to the order of such Dollar Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the Dollar Facility Revolving Loan Commitment of such Bank’s Loan Commitment, Dollar Facility Bank and be payable to such Bank for in the account principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Dollar Facility Revolving Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. . (c) The Dual Currency Facility Revolving Note issued to each Dual Currency Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dual Currency Facility Bank, an affiliate designated by such Dual Currency Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Dual Currency Facility Revolving Loan Commitment of such Dual Currency Facility Bank on the date of issuance thereof (or, if issued after the termination of such Dual Currency Facility Revolving Loan Commitment, in an amount equal to the Individual Dual Currency Facility Exposure of the respective Dual Currency Facility Bank), provided that if, because of fluctuations in exchange rates after the Restatement Effective Date, the Dual Currency Facility Revolving Note of any Dual Currency Facility Bank would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans made by such Dual Currency Facility Bank at any time outstanding, the respective Dual Currency Facility Bank may request (and in such case the Company shall promptly execute and deliver) a new Dual Currency Facility Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans of such Dual Currency Facility Bank outstanding on the date of the issuance of such new Dual Currency Facility Revolving Note, (iv) with respect to each Dual Currency Facility Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Dual Currency Facility Revolving Loan was made, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Dual Currency Facility Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Company, (ii) be payable to the order of the Swingline Bank 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. (e) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or endorsement shall not affect the Company's obligations in respect of such Loans. (f) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to the Banks which at any time specifically request the delivery of the Ratable Loans made by such BankNotes. The No failure by of any Bank to make such notations with respect request or obtain a Note evidencing its Loans to the Loans Company shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of Borrower under the Company to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Bank which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, Borrower the Company shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Bank the requested Note or Notes in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 14.17 and shall, and repaid with interest in accordance withif requested by such Lender, be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT Exhibit B duly with blanks appropriately completed and in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to such Bank’s the Revolving Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such noteTranche A Term Loan Commitment or Tranche B Term Loan Commitment, as the same may hereafter be amendedapplicable, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as of such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment, Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Revolving Loan Maturity Date or the Term Loan Maturity Date, as the same may applicable, (vi) bear interest as provided in Section 2.07, (vii) be accelerated subject to voluntary prepayment and mandatory repayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Sections 5.01 and 5.02 and (viii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) on account Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the 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 a Note to evidence any of its Ratable Loans, which endorsement shallthe Borrower 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 absence case of manifest errora substitute or replacement Note, be conclusive as 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 outstanding balance of the Ratable Loans made Borrower and such requesting Lender, and duly executed by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requirerequesting Lender.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Loans made by each Bank under this Agreement shall shall, subject to the provisions of Section 3.2(b) below, be evidenced by, and repaid with interest in accordance with, by a promissory note of the Borrower in substantially the form of EXHIBIT B duly Exhibit A-1 appropriately completed (each, a "Simple Note"; and, collectively and executed by Borrowertogether with any Mexican Notes issued pursuant to Section 3.2(b) below, the "Notes"), in a the principal amount equal to of such Bank’s Loan Commitment, payable 's Commitment representing the obligation of the Borrower to pay to such Bank for the account unpaid principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such BankBank pursuant to Section 3.1, plus interest thereon as provided in Sections 3.6 and 3.7. The date and principal amount of each Loan made by such Bank, and the date and amount of each payment or prepayment of the principal amount of each such Loan, shall be recorded by such Bank on the Schedules annexed to its Simple Note and such Schedules shall constitute prima facie evidence of the accuracy of the information so recorded, provided, however, that the failure by of any Bank to make such notations with respect to the Loans recordation (or each advance or payment any error in such recordation) shall not limit or otherwise affect the obligations of the Borrower hereunder or under this Agreement the Simple Notes. (b) The Borrower agrees that whenever a Loan is made hereunder, or at any time while a Loan made hereunder is outstanding, upon the request of any Bank holding a Simple Note in respect of any portion of such Loan, the Borrower shall issue to such Bank, against delivery to the Borrower, for cancellation, of such Simple Note, one or more new promissory notes in the form of Exhibit A-2 or Exhibit A-3 hereto appropriately completed (each, a "Mexican Note" and collectively, the "Mexican Notes"), in the respective principal amounts of each portion of the outstanding Loans that are evidenced by the Simple Note. Each Bank acknowledges and agrees that if it requests a Mexican Note in respect of its portion of any Loan hereunder, then it shall be obligated to accept Mexican Notes in respect of its portion of all Loans hereunder, and that the Borrower shall have no further obligation to issue to it any Simple Notes. In connection with The Borrower further agrees that if at any time, any Loan outstanding hereunder shall convert from a Refinancing MortgageBase Rate Loan to a Eurodollar Loan or from a Eurodollar Loan to a Base Rate Loan, whether at the election of the Borrower or otherwise, the Borrower shall deliver issue to each Bank holding a Mexican Note in respect of such Loan, a new Mexican Note that accurately reflects the appropriate interest rate determinant, against delivery to the Administrative AgentBorrower, a mortgage notefor cancellation, payable to the Administrative Agent for the account of the Banks, which shall be secured by Mexican Note that reflected the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requirepre-conversion interest rate determinant.

Notes. Unless otherwise requested by (a) Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender as a Bankresult of the Advances of such Lender, any Ratable Loans including the amounts of principal, interest and other amounts payable and paid to such Lender from time to time under this Agreement and the Notes. The entries made by each Bank under Lender pursuant to the foregoing sentence shall constitute prima facie evidence of the existence and amounts of the Advances and other Obligations therein recorded; provided, however, that the failure of any Lender to maintain such account or accounts, or any error therein, shall not in any manner affect the obligations of the Borrower to repay or pay the Advances made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of this Agreement and the other Loan Documents. (b) The Borrower’s obligation to pay the principal of, and interest on, the Advances made by each Lender shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith, substantially in the form of EXHIBIT Exhibit B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office hereto (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05each, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as ,” and, collectively, the “Notes”). The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, Note issued to each Lender on the Maturity Date, as Borrowing Date shall (1) be executed by the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized Borrower and “avalado” by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with Guarantors, (2) qualify as a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 ▇▇▇▇▇▇▇▇▇ under Mexican law, subject (3) be payable to the Administrative Agent’s reasonable approvalorder 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 reference 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 this Agreement 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 “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may requirecanceled.”

Notes. Unless otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest In addition to the Note described in accordance withSection 2.1 hereof, a promissory note of Borrower Note or Notes in the form of EXHIBIT B duly completed and executed by Borrower, in a an aggregate principal amount equal to such Bank’s Loan Commitmentthe principal amount of any Additional Bonds will be executed and delivered by the Borrowers in a form substantially similar to the form of the Note attached hereto as Exhibit A, payable to such Bank for with the account of its Applicable Lending Office (each such notenecessary and appropriate variations, omissions and insertions as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) 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/or sinking fund payments and any premium on the corresponding Bonds; (c) require all payments on such Bank’s “Note”; Notes to be made on or prior to the due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain conversion options, optional and mandatory prepayment provisions and provisions in respect of the conversion options, optional and mandatory (e) be on a parity with all such Ratable Loan other Notes theretofore or thereafter executed and interests are referred delivered by the Borrowers pursuant to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated amended or supplemented in connection with issuance of any Bonds. Upon payment in full of the principal of and interest and any premium on any or all Bonds, whether at maturity or by redemption or otherwise, and the surrender thereof to, and cancellation thereof by, the Trustee, or upon provision for the payment thereof having been made in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached 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 Ratable Loan Note held by it, the aggregate principal amount of each advance, such Bonds so surrendered and each cancelled or for the payment of principal received which provision has been made, shall be deemed fully paid and the obligations of the Borrowers thereunder terminated and such Notes shall be cancelled and surrendered by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shallIssuer or the Trustee to the Borrowers. Notwithstanding the previous sentence, in the absence of manifest error, be conclusive as event that moneys sufficient for such payment have been paid to the outstanding balance Trustee by the Letter of Credit Bank, the Trustee shall upon written instructions of the Ratable Loans made by such Letter of Credit Bank assign all of its right, title and interest in and to the Notes, together with the Mortgage, to the Letter of Credit Bank. The failure Borrowers hereby agree and consent to such an assignment without defense or set-off by reason of any Bank dispute between the Borrowers and the Trustee. Unless the Borrowers are entitled to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations a credit under express terms of Borrower under this Agreement or the NotesIndenture, all payments on each Note shall be in the full amount required thereunder. In connection with a Refinancing Mortgage, Borrower Each Note shall deliver to the Administrative Agent, a mortgage note, be payable to the Administrative Agent for the account of the Banks, which Issuer and shall not be secured negotiated by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇Issuer, subject except to effect assignment thereof to the Administrative Agent’s reasonable approval. Each reference in this Agreement Trustee and to any successor trustee under the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may requireIndenture.

Notes. Unless otherwise requested by a Bank(a) The obligation of each Borrower to pay the principal of, any Ratable and interest on, the Syndicated Loans made by each Bank under this Agreement to such Borrower shall be evidenced by, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by such Borrower substantially in the form of EXHIBIT B duly Exhibit B-1 with blanks appropriately completed and executed by Borrowerin conformity herewith (each, in a principal amount equal "Syndicated Note" and, collectively, the "Syndicated Notes"). (b) The Syndicated Note issued to such Bank’s Loan Commitment, each Bank shall (i) be payable to such Bank for and be dated the account Restatement Date, (ii) mature, with respect to each Loan evidenced thereby, in the case of a Eurocurrency Rate Loan, on the last day of its Applicable Lending Office Interest Period, and in the case of a Base Rate Loan, on the Commitment Termination Date, (each such noteiii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Credit Agreement Loans and Eurocurrency Rate Loans, as the same case may hereafter be, evidenced thereby and (iv) be amended, modified, extended, severed, assigned, substituted, renewed or restated from time entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred the Guaranty. (c) [Intentionally Omitted] (d) The obligation of each Borrower to collectively in this Agreement as pay the “Notes”. The Ratable Loans shall matureprincipal of, 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 schedule attached to the Ratable Loan Note held by iton, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Competitive Bid Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to be evidenced by a promissory note duly executed and delivered by the Administrative Agentrelevant Borrower substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a mortgage note"Competitive Bid Note" and, collectively, the "Competitive Bid Notes"). The Competitive Bid Note issued to any Bank shall (i) be payable to the Administrative Agent for order of such Bank and be dated the account Restatement Date, (ii) bear interest as provided in Section 2.13 and (iii) be entitled to the benefits of this Agreement and the BanksGuaranty. (e) The obligation of each Borrower to pay the principal of, which and interest on, the Swingline Loans made by the Swingline Bank to such Borrower shall be secured evidenced by a promissory note duly executed and delivered by the applicable Refinancing Mortgage. Such note shall be relevant Borrower substantially in such the form as shall be requested by ▇▇▇▇▇▇▇▇of Exhibit B-4 with blanks appropriately completed in conformity herewith (each, subject to a "Swingline Note" and, collectively, the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “"Swingline Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may require."

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Credit Loans (other than Regis- tered Loans) made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a single promissory note of Borrower the Company substantially in the form of EXHIBIT B duly completed and executed by BorrowerExhibit A-1 hereto, dated the date hereof, payable to such Lender in a principal amount equal to such Bank’s Loan Commitmentthe amount of its Revolv- ing Credit Commitment as originally in effect and otherwise duly completed. (b) The Facility A Term Loans (other than Registered Loans) made by each Lender shall be evidenced by a single prom- issory note of the Company substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable to such Bank for Lender in a principal amount equal to the amount of its Facility A Term Loan Commitment as originally in effect and otherwise duly com- pleted. (c) The Facility B Term Loans (other than Registered Loans) made by each Lender shall be evidenced by a single prom- issory note of the Company substantially in the form of Exhibit A-3 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Facility B Term Loan Commitment as originally in effect and otherwise duly com- pleted. (d) The date, amount, Type, interest rate and dura- tion of Interest Period (if applicable) of each Loan of each Class made by each Lender to the Company, and each payment made on account of its Applicable Lending Office (each such notethe principal thereof, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullrecorded by such Lender on its books and, on prior to any transfer of any Note evi- dencing the Maturity DateLoans of such Class held by it, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized endorsed by Borrower to endorse such Lender on the schedule attached to such Note or any continua- tion thereof; provided that the Ratable Loan Note held by it, failure of such Lender to make any such recordation or endorsement shall not affect the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance obli- gations of the Ratable Loans made by such Bank. The failure by any Bank Company to make a payment when due of any amount owing hereunder or under such notations with Note in respect of such Loans. (e) No Lender shall be entitled to the Loans have its Notes substituted or each advance exchanged for any reason, or payment shall not limit or otherwise affect the obligations subdivided for promissory notes of Borrower under this Agreement or the Notes. In lesser denominations, except in connection with a Refinancing Mortgagepermitted assignment of all or any portion of such Lender's relevant Commitment, Borrower shall deliver Loans and Notes pursuant to Sec- tion 12.06 hereof and except as provided in Section 2.07(f) hereof (and, if requested by any Lender, the Company agrees to so exchange any Note). Credit Agreement (f) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Administrative Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender un- der this Agreement. Loans recorded on the Register ("Regis- tered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registra- tion of any Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the Company. The Company agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans (i.e., containing the op- tional registered note language as indicated in Exhibit A-1 or A-2 hereto, as the case may be) and registered as provided in Section 12.06(g) hereof (herein, a mortgage note"Registered Note"), dated the date hereof, payable to such Lender and otherwise duly com- pleted. A Loan once recorded on the Administrative Agent Register may not be re- moved from the Register so long as it remains outstanding and a Registered Note may not be exchanged for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such a promissory note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requirethat is not a Registered Note.

Notes. Unless otherwise requested by a Bank(a) Each Borrower’s obligation to pay the principal of, any Ratable and interest on, all of the Revolving Loans made to it by each Bank under this Agreement Tranche 2 Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 12.16 and shall, and repaid with interest in accordance withif requested by such Tranche 2 Lender, also be evidenced by a promissory note of Borrower substantially in the form of EXHIBIT Exhibit B duly with blanks appropriately completed in conformity herewith (each, a “Note” and collectively, the “Notes”). (b) The Note issued to each Tranche 2 Lender that has requested the same shall (i) be executed by the respective Borrower, (ii) be payable to the order of such Tranche 2 Lender and 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 Tranche 2 Commitment of such Tranche 2 Lender and be payable in a principal amount equal to the amount of the Revolving Loans made by such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Tranche 2 Lender and which are outstanding from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Commitment Expiration 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Ratable Loan benefits of this Agreement and the other Credit Documents (other than the Security Documents). Upon receipt of an affidavit of an officer of a Tranche 2 Lender (together with a customary indemnity from such Tranche 2 Lender in form and substance satisfactory to the respective Borrower) that a Note held by ithas been lost, stolen, destroyed or mutilated, such Borrower will issue a replacement Note in the same principal amount thereof and otherwise of like tender. (c) Each Tranche 2 Lender will record on its internal records the amount of each advance, Revolving Loan made by it and each payment of principal received by such Bank for the account in respect thereof and will prior to any transfer of its Applicable Lending Office(sNote endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the respective Borrower’s obligations in respect of such Revolving Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Tranche 2 Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Tranche 2 Lender to request or obtain a Note evidencing its Revolving Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans respective Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of such Borrower under to pay the Revolving Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement or Agreement. Any Tranche 2 Lender which does not have a Note evidencing its outstanding Revolving Loans shall in no event be required to make the Notesnotations otherwise described in the preceding clause (c). In connection with At any time when any Tranche 2 Lender requests the delivery of a Refinancing MortgageNote to evidence any of its Revolving Loans, each Borrower shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Tranche 2 Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireRevolving Loans.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 14.15 and shall, and repaid with interest in accordance withif requested by such Lender as provided below, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or its registered assigns and be dated the Original Closing Date or, in the case of Notes issued after the Original Closing Date, be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the Commitment of such Bank’s Loan CommitmentLender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as the same may provided in Section 2.07, (vi) be accelerated subject to voluntary prepayment and mandatory repayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Sections 5.01 and 5.02 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to 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 Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(i) The obligation of Shiloh and Michigan, any Ratable respectively, to repay Revolving Credit Loans made by each Bank under this Agreement in respect of the Shiloh Facility or the Michigan Facility, as the case may be, and to pay interest thereon shall be evidenced byby a Revolving Credit Note of the respective Borrower substantially in the form of Exhibits A-1A and A-1B hereto, respectively, with appropriate insertions, dated the date of this Agreement and repaid with payable to the order of such Bank on the last day of the Commitment Period, in the principal amount of its Commitment. (a) The obligation of Shiloh and Michigan, respectively, to repay the Swingline Loans (as defined below) and to pay interest in accordance with, thereon shall be evidenced by a promissory note of the respective Borrower substantially in the form of EXHIBIT B duly Exhibits A-2A and A-2B, respectively, with blanks appropriately completed in conformity herewith (each a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The Swingline Notes issued to the Agent shall be dated the date of this Agreement and executed by Borrowerpayable to the order of the Agent on the last day of the Commitment Period, in a the principal amount equal of the respective Swingline Facilities; shall mature as to any Swingline Loan evidenced thereby on the maturity date, not later than the 7th day following the date such Bank’s Swingline Loan Commitmentwas made, payable specified in the applicable Notice of Borrowing; and shall be entitled to the benefits of this Agreement and the 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 for from time to time on any ledger or other record of such Bank or such Bank shall record such information by such other method as such Bank may generally employ; provided, however, that failure to make any such record shall in no way detract from the account related Borrower's obligations under any Note. The aggregate unpaid amount of its Applicable Lending Office (each the Revolving Credit Loans shown on the records of such noteBank shall be rebuttably presumptive evidence of the principal amount owing and unpaid on such Revolving Credit Note or Swingline Note, as the same case may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requirebe.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the 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 the Commitment of such Bank’s Loan CommitmentLender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 3.01, and mandatory repayment as provided in Section 3.02, and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance or payment any error in such notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made to it by each Bank under this Agreement shall be evidenced by(i) if Revolving Loans, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to such Bank’s Loan Commitment, payable to the Revolving Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such noteiv) mature on the Expiry 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 same case may hereafter be, evidenced thereby, (vi) be amended, modified, extended, severed, assigned, substituted, renewed or restated from time subject to time, including any substitute note pursuant mandatory repayment as provided in Section 4.02 and (vii) be entitled to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in 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 Restatement 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 such Bank’s “Note”; all such Ratable Loan Notes provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby and interests are referred (vi) be entitled to collectively in the benefits of this Agreement as and the “Notes”. 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. Credit Documents. (d) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes, endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 11.15 and shall, if requested by any Lender, also be evidenced by, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower and the Guarantors substantially in the form of EXHIBIT B duly Exhibit A, with blanks appropriately completed and in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Note issued to each Lender shall (i) be executed by Borrowerthe Borrower and the Guarantors, (ii) be payable to such Lender or its registered assigns and be dated the Borrowing Date, (iii) be in a stated principal amount equal to the Loans made by such Bank’s Loan Commitment, Lender on the Borrowing Date and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the same may appropriate clause of Section 1.06, (vi) be accelerated subject to voluntary prepayment as provided in accordance with 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 entitled to the benefits of this Agreement. Agreement and the other Credit Documents. (c) Each Bank is hereby authorized Lender will note on its internal records the amount of the Loan made by Borrower it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the schedule attached to reverse side thereof the Ratable Loan Note held by it, the outstanding principal amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance or payment any error in such notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, and repaid with interest in accordance withif requested by such Lender as provided below, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit M, with blanks appropriately completed and in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Bank’s Loan CommitmentLender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as the same may provided in Section 2.07, (vi) be accelerated subject to voluntary prepayment and mandatory repayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Sections 5.01 and 5.02 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loansin respect thereof and, which endorsement shall, in the absence of manifest error, be conclusive as prior to the surrender of a Note pursuant to Section 13.15, will endorse on the reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with notation or any error in such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to 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 Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise (a) If requested by a any Bank, any Ratable Loans made by each the Term Loan of such Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a promissory note of single Note made by the Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to the order of such Bank for the account of its Applicable Lending Office (each Office. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Term Loan evidenced by such a Note is paid in full, on full prior to the Maturity Date, as the same may be accelerated in accordance with this Agreementany such Bank shall return such Note to Borrower. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan such Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in substantially the form of Exhibit A hereto. Upon the execution and delivery of any such form as Note, any existing Note payable to such Bank shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approvalreplaced or modified accordingly. Each reference in this Agreement to the “NotesNote” of such Bank shall be deemed to refer to and include any or all of such mortgage notesNotes, as the context may require. (b) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record on its Note or in the accounts and records of each Bank, the date, amount, type and maturity of the Term Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to such Term Loan then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (c) The Term Loans shall mature, and the principal amount thereof shall be due and payable, on the Maturity Date. (d) There shall be no more than five (5) Groups of Loans which are Euro-Dollar Loans outstanding at any one time.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement shall Lender shall, if requested by such Lender, be evidenced by, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT Exhibit B duly with blanks appropriately completed and in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Bank’s Loan CommitmentLender on the Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be in a stated principal amount equal to the Commitment of such Lender on the date of the issuance thereof) and be payable to such Bank for in the account principal amount of its Applicable Lending Office the Loans evidenced thereby, (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (v) bear interest as the same may provided in Section 1.07, (vi) be accelerated subject to voluntary prepayment and mandatory repayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Sections 4.01 and 4.02 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower's obligations in respect of such Loans. (d) on account Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to 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, and shall not in any way affect the 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 a Note to evidence any of its Ratable Loans, which endorsement shallthe Borrower 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 absence case of manifest errora substitute or replacement Note, be conclusive as 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 outstanding balance of the Ratable Loans made Borrower and such requesting Lender, and duly executed by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requirerequesting Lender.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made to it by each Bank under this Agreement Lender shall be evidenced by(i) if General Revolving Loans, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit A-1 with blanks appropriately completed in conformity herewith (each a "GENERAL REVOLVING NOTE" and, collectively, the "GENERAL REVOLVING NOTES"), and (ii) if Swing Line Revolving Loans, by a promissory note substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (each a "SWING LINE REVOLVING NOTE" and, collectively, the "SWING LINE REVOLVING NOTES"). (b) The General Revolving Note issued to a Lender with a General Revolving Commitment shall: (i) be executed by the Borrower, ; (ii) be payable to the order of such Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a stated principal amount equal to the General Revolving Commitment of such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account principal amount of its Applicable Lending Office General Revolving Loans evidenced thereby; (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans and Eurodollar Loans, as the same case may be, evidenced thereby; (vi) be accelerated subject to mandatory prepayment as provided in accordance section 5.2: and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swing Line Revolving Note issued to a Lender with this Agreement. Each Bank a Swing Line Revolving Commitment shall: (i) be executed by the Borrower; (ii) be payable to the order of such Lender and be dated on or prior to the date the first Loan evidenced thereby is hereby authorized by Borrower made; (iii) be in a stated principal amount equal to endorse the Swing Line Revolving Commitment of such Lender and be payable in the principal amount of Swing Line Revolving Loans evidenced thereby; (iv) mature as to any Swing Line Revolving Loan evidenced thereby on the schedule attached maturity date, not later than the 7th day following the date such Swing Line Revolving Loan was made, specified in the applicable Notice of Borrowing; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans or Money Market Rate Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 5.2; and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for any Note, endorse on the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in reverse side thereof or the absence of manifest error, be conclusive as to grid attached thereto the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance or payment any error in any such notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrowers' obligation to pay the principal of, and interest on, the Loans of any Ratable Loans Class made by each Bank under this Agreement Lender shall be joint and several and shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 10.15 and shall, and repaid with interest in accordance withif requested by such Lender as provided below, also be evidenced by a promissory note of Borrower duly executed and delivered by the Borrowers substantially in the form of EXHIBIT B duly Exhibit H, with blanks appropriately completed and in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Note issued to each Lender that has made a Loan shall (i) be executed by Borrowerthe Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Class of Loan made by such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of the Loan evidenced thereby, (iv) mature on the Maturity Date or Incremental Maturity Date, as applicable, (v) bear interest as provided in Section 2.06, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the same may benefits of this Agreement and the other Loan Documents. (c) Each Lender will note on its internal records the amount of the Loan of each Class made by it and each payment in respect thereof and, prior to the surrender of a Note pursuant to Section 10.15, will endorse on the reverse side thereof the outstanding principal amount of Loans of such Class evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect the Borrowers' obligations in respect of such Loans. (d) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, Notes shall only be accelerated 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 of any Class shall affect or in any manner impair the obligations of the 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. Each Bank is hereby authorized by Borrower to endorse on , and shall not in any way affect the schedule attached security or guarantees therefor provided pursuant to the Ratable various Loan Documents. Any Lender which does not have a Note held by itevidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans of any Class, the amount of each advance, Borrowers shall (at its expense) promptly execute and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a BankTo further evidence its obligation to repay the Loan, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance withaccrued thereon, a promissory note at the request of Borrower IDB, the Borrowers shall issue and deliver to IDB, on each Disbursement Date and prior to each Disbursement pagarés subject to Argentine law substantially in the form of EXHIBIT Exhibit 8 (Form of A Loan Promissory Note) and Exhibit 9 (Form of B duly completed Loan Promissory Note) (collectively, the Notes) in respect of each of the A Loan Disbursement and executed the B Loan Disbursement, respectively. The Notes shall be valid and enforceable as to their principal amount to the extent of the aggregate amounts disbursed and then outstanding hereunder and, as to interest, to the extent of the interest accrued thereon in accordance with the terms of this Agreement. The Borrowers’ obligation to pay the principal of, and interest on, the Loan shall be evidenced by Borrower(i) Notes evidencing principal as provided below (which at IDB’s request at any time after the third anniversary of the issuance thereof shall be replaced by newly issued Notes for the then outstanding principal amount of the Loans evidenced by the newly issued Notes), and (ii) Notes evidencing interest on such Loan (for each applicable Interest Period), in each case duly executed and delivered by the Borrowers. The Borrower shall execute Notes after the Acceptance Date and as a condition of the Effective Date in replacement of the Notes evidencing the principal of the A Loan as of the Acceptance Date with Notes reflecting the amended terms of the A Loan which will be effective as of the Effective Date, provided that, with respect to the Notes evidencing the principal of the A Loan to be executed in the Province of Santa Fe, the Borrower shall only be required to execute such replacement Notes not more than 30 days prior to the expiry of the existing Notes which were executed in the Province of Santa Fe and in respect of the principal amount of the A Loan outstanding on such date only, and the Borrower agrees that it will ensure that such Notes are issued by such date. Each Note shall (i) be non-negotiable (“no a la orden”), payable on demand (“a la vista”) to the order of IDB, (ii) in the case of Notes evidencing principal, be dated the date of the relevant Disbursement Date, and in the case of Notes evidencing interest, be dated the first date of the relevant Interest Period, (iii) in the case of Notes evidencing principal, be in an amount equal to the amount to be disbursed, and in the case of each Note evidencing interest, be in a stated amount equal to all accrued and unpaid interest hereunder in respect of such Bank’s Loan Commitmentfrom the date of such Note plus all interest that will accrue in respect of such Loan during the Interest Period covered by such Note, (iv) bear default interest as provided in Section 3.12, and (v) be signed by a duly authorized representative on behalf of each Borrower, and such signature and the capacity of each such representative shall be certified by an Argentine notary public. Upon repayment in full of the principal of the Loan, IDB shall return the Note that reflects that such principal has been paid, to the Borrowers marked “cancelled”. On the first Business Day of each Interest Period after the initial Interest Period applicable to a Loan, the Borrowers shall execute and deliver to IDB a Note evidencing interest payable hereunder in respect of the Interest Period for such Loan covered by such Note, appropriately completed to include the information specified in this Section, which Note shall, to the extent that the Borrowers have paid all interest accrued during the preceding Interest Period, replace the Note then in existence evidencing such interest. Upon the receipt of such new Note, IDB shall return the Note which has been replaced to one or more of the Borrowers marked “cancelled”; provided, however, that if the Borrowers fail to replace such Note evidencing interest but nonetheless pay all interest accrued during the preceding Interest Period, IDB shall be entitled to retain such Note and, if applicable, claim the amount of interest that may accrue in the following Interest Period. Neither the execution, delivery, participation or assignment of any Note, or the commencement of any procedure (whether out-of-court or in court) or exercise of any remedy in connection with any Note, nor the total or partial collection of any Note shall be deemed to be a waiver of any right of IDB under this Agreement, or an amendment of any term or condition of this Agreement, including with respect to the governing law of this Agreement. The rights and claims of IDB under the Notes shall not replace or supersede any rights and claims of IDB under this Agreement; provided, however, that payment of any part of the principal of any such Note in accordance with the terms of this Agreement shall, to the extent that such payment would discharge the Borrowers’ obligations under this Agreement in respect of the payment of the principal or interest of the Loan evidenced by such Note, discharge such obligation pro tanto. Upon receipt by the Borrowers of a certificate of IDB certifying as to, and indemnities from IDB satisfactory to the Borrowers in respect of any claim, loss or expense arising out of, the loss, theft, destruction or mutilation of any Note, the Borrowers shall execute and deliver in lieu thereof a new Note dated the same date and in the same principal amount as the Note so replaced. Notwithstanding discharge in full of any Note, if the amount (including, without limitation, default interest) paid or payable to IDB under such Bank for Note (whether arising from the account enforcement thereof in Argentina or otherwise, including, without limitation, any shortfall of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be amount paid in full, on US Dollars caused by the Maturity Date, as application of Argentine foreign exchange regulations) is less than the same may be accelerated amount due and payable to IDB in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations Agreement with respect to the Loans Loans, or each advance or payment shall not limit or otherwise affect any portion thereof, evidenced by such Note, the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing MortgageBorrowers agree, Borrower shall deliver to the Administrative Agentfullest extent they may effectively do so, a mortgage noteto pay to IDB upon demand the difference. At IDB’s request, payable each of the Borrowers shall promptly execute and deliver new Notes satisfactory to IDB to substitute for the Notes previously delivered to IDB other than any Note returned by IDB to the Administrative Agent Borrowers marked “cancelled”, provided that the Borrowers shall have previously or simultaneously received the Notes in substitution for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in IDB requests such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “new Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may require.

Notes. Unless otherwise requested by a Bank(a) Each Borrower's obligation to pay the principal of, any Ratable and interest on, the Revolving Loans made by each Bank under this Agreement 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, be evidenced by, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by such Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued by each Borrower to each Bank shall (i) be payable to the order of such Bank and executed by Borrowerbe dated the First Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iii) mature on such Bank’s Loan Commitment's Maturity Date, payable to such Bank for (iv) bear interest as provided in the account appropriate clause of its Applicable Lending Office (each such noteSection 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may hereafter be, evidenced thereby, (v) be amendedsubject to voluntary prepayment as provided in Section 3.01, modifiedand mandatory repayment as provided in Section 3.02, extended, severed, assigned, substituted, renewed or restated from time and (vi) be entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Credit Documents. (c) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Revolving Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Revolving Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Revolving Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation (or each advance or payment any error in such notation) shall not limit or otherwise affect the any Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireRevolving Loans.

Notes. Unless otherwise requested by a Bank, any Ratable The Loans made funded by each Bank under this Agreement Lender shall be evidenced by, by one or more accounts or records maintained by such ▇▇▇▇▇▇ and repaid with interest in accordance with, a promissory note of Borrower by Administrative Agent in the form ordinary course of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”business. The Ratable Loans Administrative Agent shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on maintain the Maturity Date, as the same may be accelerated Register in accordance with this AgreementSection 13.14(d). Each Bank is hereby authorized The accounts or records maintained by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of each advancethe Borrowings made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and each payment records maintained by any ▇▇▇▇▇▇ and the accounts and records of principal received by Administrative Agent in respect of such Bank for matters, the account accounts and records of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, Administrative Agent shall control in the absence of manifest error. (a) Upon the request of any Lender made through Administrative Agent, each Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be conclusive as to in the outstanding balance amount of the Ratable Loans made by applicable Lender’s Lender Commitment and its Uncommitted Amount; (b) be payable to such Bank. The failure by any Bank to make such notations with respect to Lender at the Loans or each advance or payment shall not limit or otherwise affect the obligations principal office of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to 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 the Borrowers. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a mortgage note, promissory note of each such Qualified Borrower. Each Qualified Borrower Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; (b) be payable to the Administrative Agent for the account of the BanksLenders, which shall at the principal office of Administrative Agent; (c) bear interest in accordance with Section 2.06; (d) be secured in the form of Exhibit O attached hereto (with blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, upon the request of the Administrative Agent or any affected Lender, to reissue new Notes in accordance with the terms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 13.14 hereof, in renewal of and substitution for the Note previously issued by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject Borrowers to 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 mortgage notes, as the context may requireaffected Lender.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, and repaid with interest in accordance withif requested by such Lender as provided below, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit C, with blanks appropriately completed and in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has made a Loan shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Loan made by such Bank’s Loan Commitment, Lender and be payable to such Bank for in the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in fullamount of the Loan evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.06, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the same may benefits of this Agreement and the other Loan Documents. (c) Each Lender will note on its internal records the amount of the Loan made by it and each payment in respect thereof and, prior to the surrender of a Note pursuant to Section 12.15, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, Notes shall only be accelerated 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 Borrower shall affect or in any manner impair the obligations of the Borrower to 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. Each Bank is hereby authorized by Borrower to endorse on , and shall not in any way affect the schedule attached security or guaranties therefor provided pursuant to the Ratable various Loan Documents. Any Lender which does not have a Note held by itevidencing 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 a Note to evidence any of its Loans, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall (at its expense) promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(i) The Borrowers' joint and several obligations to pay the principal of, any Ratable Loans made by each Bank under this Agreement and interest on, the Calibur Consolidated Loan shall be evidenced byby an amended, restated and repaid with interest in accordance with, a consolidated promissory note of Borrower duly executed and delivered by the Borrowers substantially in the form of EXHIBIT Exhibit B-1 (the "A Note") and (ii) the Borrowers' joint and several obligation to pay the principal of, and interest on, the Consolidated Bridge Loan shall be evidenced by an amended, restated and consolidated promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit B-2 hereto (the "B duly Note," and together with the A Note, the "Notes") with blanks appropriately completed in conformity herewith. (b) The A Note shall (i) be payable by the Borrowers to the order of the Lender and executed by Borrowerbe dated the Closing Date, (ii) be in a stated principal amount equal to such Bank’s Loan Commitmentof $4,200,000, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siii) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (iv) bear interest as provided in Section 2.5, (v) be entitled to the same may benefits of this Agreement and the other Credit Documents pari passu with the B Note, and (vi) be accelerated guaranteed by the Guarantor. (c) The B Note shall (i) be jointly and severally payable by the Borrowers to the order of the Lender and be dated the Closing Date, (ii) be in accordance with this Agreement. Each Bank is hereby authorized by Borrower a stated principal amount of up to endorse $2,800,000, (iii) mature on the schedule attached Maturity Date, (iv) bear interest as provided in Section 2.5, and (v) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents pari passu with the A Note. (d) The Lender will note on its internal records the amount of each advance, payment in respect of each of the A Note and each payment the B Note and will prior to any transfer of principal received by such Bank for either of the account of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such BankConsolidated Loan evidenced thereby. The failure by any Bank Failure to make such notations with respect to the Loans or each advance or payment notation shall not limit or otherwise affect the any Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account in respect 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 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 mortgage notes, as the context may requireLoan.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolving Loans made by each Bank under this Agreement Revolving Lender shall be evidenced by, and repaid with interest by a Revolving Note appropriately completed in accordance with, a promissory note of Borrower in substantially the form of EXHIBIT B duly completed Exhibit A-1. Revolving Notes shall be issued in substitution of and replacement for the Prior Notes. (b) Each Revolving Note issued to a Lender shall (i) be executed by 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 BankRevolving Lender’s Loan Revolving Credit Commitment, payable to such Bank for (v) bear interest in accordance with the account provisions of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date5.1, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower applicable from time to endorse on the schedule attached time to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Revolving Loans made by such Bank. The Revolving 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 Revolving Lender will record on its internal records the amount and Type of each Revolving Loan made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Revolving 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 Assumption relating to such transfer; provided, however, that the failure by of any Bank Revolving Lender to make any such notations with respect to the Loans recordation or each advance provide any such information, or payment any error therein, shall not limit or otherwise affect the Borrower’s obligations of Borrower under this Agreement or the Revolving Notes. In connection with . (d) The Swing Line Outstandings shall be evidenced by a Refinancing Mortgage, Borrower shall deliver to separate Swing Line Note in the Administrative Agent, a mortgage note, form of Exhibit A-2 payable to the Administrative Agent 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 the Borrower. The Swing Line Note shall be issued in substitution of and replacement for the account of Swing Line Note issued under 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 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 mortgage notes, as the context may requireThird Amended Credit Agreement.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Agent pursuant to Section 14.15 and shall, if requested by such Lender as provided below, also be evidenced by promissory notes duly executed and repaid with interest in accordance with, a promissory note of delivered by the Borrower substantially in the form of, in the case of EXHIBIT B duly the New Money Loans, Exhibit B-1 (“New Money Loan Note”) or in the case of the Refinancing Loans, Exhibit B-2 (“Refinancing Loan Note”), as applicable, with blanks appropriately completed and in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the Lender or its registered assigns and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the applicable outstanding Loans of such Bank’s Loan CommitmentLender at such time and be payable in the principal amount of the applicable Loans evidenced thereby, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (v) bear interest as the same may provided in Section 2.07, (vi) be accelerated subject to voluntary prepayment and mandatory repayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Sections 5.01 and 5.02 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to 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 Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote(s) evidencing its outstanding Loan(s) 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 a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested (a) The Borrower agrees that, upon the request to the Administrative Agent by a Bankany Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), any Ratable Loans made by each Bank under this Agreement shall be evidenced byin order to evidence such Lender’s Loan, the Borrower will execute and repaid with interest in accordance with, deliver to such Lender a promissory note of Borrower substantially in the form of EXHIBIT B duly completed Exhibit A (as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and executed by Borrowerprincipal 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 Bank’s Loan Commitment, Lender to the Borrower. Each Note shall be payable to such Bank as provided in Subsection 2.2(b) and provide for the account payment of its Applicable Lending Office interest in accordance with Subsection 4.1. (each such note, as b) The Initial Term Loans of all the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations Lenders shall be paid payable in fullconsecutive quarterly installments beginning on September 30, 2014 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), 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 schedule attached to the Ratable Loan Note held by it, the amount of each advance, dates and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 ▇▇▇▇▇▇▇▇principal amounts, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement adjustment as set forth below, equal to the “Notes” shall be deemed to refer to and include any or respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such mortgage notesInitial Term Loans then outstanding): Each March 31, as June 30, September 30 and December 31 ending prior to the context may require.Initial Term Loan Maturity Date 0.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed Register maintained by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note Administrative Agent pursuant to Section 3.07 or 12.0513.15 and shall, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received if requested by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 also be evidenced (i) in the case of a Term Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) The Term Note issued to each requesting Term Lender with outstanding Initial Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Administrative Agent’s reasonable approval. Each reference Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in this Agreement a stated principal amount equal to the “Notes” shall be deemed to refer to and include any or all outstanding Initial Term Loans of such mortgage notesLender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Maturity Date for Initial Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.07 in respect of the Base Rate Loans and LIBO Rate Loans, as the context case may requirebe, 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) The Term Note issued to each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Incremental Term Loan Commitment of such Lender on the Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable in the principal amount of the Incremental Term Loans evidenced thereby, (iv) mature on the Maturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.07 or in the relevant Incremental Agreement in respect of Base Rate Loans or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each requesting Revolving Lender with a Revolving Commitment or outstanding Revolving Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Revolving Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the outstanding Revolving Loans of such Revolving Lender at such time and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date for such Revolving Loans, (v) bear interest as provided in the appropriate clause of Section 2.07 in respect of the Base Rate Loans and LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to 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, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in clause (f) below. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans. (f) Each Term Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby, in all cases in accordance with, and to the extent required by, such ▇▇▇▇▇▇’s customary practice. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Tranche A Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower the Borrowers, substantially in the form of EXHIBIT B duly completed Exhibit A-1, with appropriate insertions as to payee, date and executed by Borrowerprincipal amount (a "Tranche A Note"), payable to the order of such Bank and in a principal amount equal to the amount of the initial Tranche A Commitment of such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on record the schedule attached to the Ratable Loan Note held by itdate, the Type and amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans Tranche A Loan made by such Bank. The , each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Tranche A Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Tranche A Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by of any Bank to make such notations with respect to the Loans recordation (or each advance or payment any error in such recordation) shall not limit or otherwise affect the obligations of Borrower the Borrowers hereunder or under this Agreement or such Tranche A Note. Each Tranche A Note shall (i) be dated the Notes. In connection Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with subsections 2.13 and 2.14. (b) The Tranche B Loans made by each Bank shall be evidenced by a Refinancing Mortgagepromissory note of the Borrowers, Borrower shall deliver substantially in the form of Exhibit A-2, with appropriate insertions as to the Administrative Agentpayee, date and principal amount (a mortgage note"Tranche B Note"), payable to the Administrative Agent order of such Bank in a principal amount equal to the amount of the initial Tranche B Commitment of such Bank. Each Bank is hereby authorized to record the date, Type and amount of each Tranche B Loan made by such Bank, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Tranche B Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Tranche B Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of any Bank to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under such Tranche B Note. Each Tranche B Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the account payment of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be interest in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to accordance with subsections 2.13 and include any or all of such mortgage notes, as the context may require2.14.

Notes. Unless otherwise requested by a Bank(a) The Borrowers’ obligation to pay the principal of, any Ratable Loans and interest on, the Term Loan made to them by each Bank under this Agreement Lender shall be evidenced byby a Term Note, dated as of the Initial Funding Date and repaid with interest blanks appropriately completed in accordance withconformity herewith. Upon the request of any applicable Lender, the Borrowers shall execute and deliver to such Lender a promissory note separate Note for each applicable Incremental Term Loan or for the Revolving Loan, each dated the closing date of Borrower such Incremental Term Loan or Revolving Loan, or, if later, the date of such request, in the form principal amount of EXHIBIT B duly completed and such Lender’s pro rata share of such Incremental Term Loan Commitment or Revolving Loan Commitment, as applicable. (b) The Notes issued to each Lender pursuant to clause (a) shall (i) be executed by Borrowerthe Borrowers, (ii) be payable to the order of such Lender or such Lender’s assigns, (iii) be in a the stated principal amount equal to the Term Loan made by such BankLender on date of such Note or the principal amount of such Lender’s pro rata share of the Revolving Loan Commitment, (iv) be payable as provided in Section 3.1, (v) accrue interest as provided in Section 3.2 and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Each Lender shall record in its records the amount and date of (i) the Term Loan made by such Bank for Lender to the account Borrowers on the Initial Funding Date and of its Applicable Lending Office any Incremental Term Loans or Revolving Loans made by such Lender to the Borrowers on the respective closing dates therefor, and (ii) each such note, as repayment date of the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note Loans made pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”(i). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding aggregate unpaid 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 schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement so recorded shall, in the absence of absent manifest error, be conclusive as to the outstanding balance evidence of the Ratable Loans made by such Bankprincipal amount of the Loan owing and unpaid. The failure by to so record any Bank to make such notations with respect to the Loans amount or each advance or payment any error in so recording any such amount shall not not, however, limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account Obligations of the BanksBorrowers hereunder or under the Note to repay the principal amount of the Loan hereunder, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requiretogether with interest accruing thereon.

Notes. Unless otherwise requested by a Bank(a) The obligation of Borrower to pay the principal of, any Ratable Loans and interest on, the Loan made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B Exhibit A, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender shall (i) be duly completed executed and executed delivered by Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance, (iii) be in a stated principal amount equal to the original principal amount of the Loan of such Bank’s Lender (or if issued after the Effective Date, be in a stated principal amount equal to the outstanding principal amount of the Loan Commitment, of such Lender made on the date of issuance thereof) and be payable to such Bank for in Dollars in the account principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Loan evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.8 in respect of the Base Rate Loans and Eurodollar Rate Loans, as the same case may be, evidenced thereby, (vi) be accelerated subject to mandatory prepayment as provided in Section 4.2 and voluntary repayment as provided in Section 4.1, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the principal amount of the Loan made by it and each payment in respect thereof and will prior to any transfer of its Note endorse on the 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 Borrower’s obligations in respect of such Loan. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loan to Borrower shall affect or in any manner impair the obligation of Borrower to pay such Loan (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Any Lender which has not had issued for it a Note evidencing its Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, shall in the absence of manifest error, no event be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank required to make such the notations with respect otherwise described in preceding clause (c) of this Section 2.5. At any time when any Lender requests the delivery of a Note to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgageevidence its Loan, Borrower shall promptly execute and deliver to such Lender the Administrative Agent, requested Note in the appropriate amount or amounts to evidence such Loan. Any Lender which requests a mortgage note, payable new Note from the Borrower to the Administrative Agent for the account of the Banks, which replace a lost Note shall be secured by required to indemnify the applicable Refinancing Mortgage. Such note shall be in Borrower for such form as shall be requested by ▇▇▇▇▇▇▇▇, subject lost Note pursuant to 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 mortgage notes, as the context may requirea customary indemnity.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement shall Lender shall, if requested by such Lender, be evidenced by, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit A with blanks appropriately completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office conformity herewith (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05each, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s. (b) are referred Each Note shall (i) be executed by the Borrower, (ii) be payable to collectively the order of such Lender and be dated the Effective Date (or, in this Agreement as such Bank’s “Note”; all such Ratable Loan the case of Notes and interests are referred to collectively in this Agreement as issued after the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Effective Date, as be dated the same may date of issuance thereof), (iii) be accelerated in accordance a stated principal amount (together with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan principal amount of any other Note held by itsuch Lender) equal to the Commitment of such Lender on the date of issuance thereof, (iv) mature on the Termination Date, (v) bear interest as provided in Clause 8 (Costs of Utilization), (vi) be subject to voluntary prepayment and mandatory repayment as provided in Section 4 (Reduction, Repayment, Prepayment and Cancellation) and (vii) be entitled to the benefits of this Agreement and the other Finance Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment of principal received by such Bank for the account in respect thereof and will, prior to any transfer of its Applicable Lending Office(sNote, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (d) on account Notwithstanding anything to the contrary contained above in this Clause 5.5 or elsewhere in this Agreement, a Note shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Ratable Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to 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, and shall not in any way affect the security or guaranties therefor provided pursuant to the Finance 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 paragraph (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence its Loans, which endorsement shallthe Borrower shall promptly execute and deliver to such Lender the requested Note in the appropriate amount provided that, in the absence case of manifest errora substitute or replacement Note, be conclusive as 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 outstanding balance of Borrower and such requesting Lender, and duly executed by such requesting Lender. (e) On the Ratable Loans Effective Date or as soon thereafter as practicable, each Original Lender shall surrender any promissory note made by such Bank. The failure by any Bank to make such notations with respect the Borrower to the Loans or each advance or payment shall not limit or otherwise affect Original Lender; provided the obligations Original Lenders may request a new Note in accordance with the preceding provisions of Borrower under this Agreement or the Clause 5.5 (Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may require).

Notes. Unless otherwise requested by a Bank(a) The Borrowers' obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 10.11(c) and, subject to the provisions of Section 3.2(d), shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit A with blanks appropriately completed and in conformity herewith. (b) Any Note issued to each Lender shall (i) be executed by Borrowerthe Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date in the case of the Initial Loan, and the Second Closing Date in the case of the Additional Loan issued after the Closing Date, (iii) be in a stated principal amount equal to the outstanding principal amount of the Loans of such Bank’s Loan Commitment, Lender on the date of the issuance thereof and be payable to such Bank for in the account principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (v) bear interest as provided in Section 3.4 and (vi) be entitled to the same may benefits of this Agreement and the other Loan Documents. (c) Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse made) appropriate notations on the schedule a grid Schedule attached to such Lender's Notes (or on a continuation of any such grid attached to any Note and made a part thereof), which notations shall evidence the Ratable Loan Note held by it, the outstanding principal amount of each advance, the Loans evidenced thereby. The notations on any such grid (and each payment of principal received by on any such Bank for the account of its Applicable Lending Office(scontinuation) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to indicating the outstanding balance principal amount of a Lender's Loans shall be presumptive evidence absent manifest error of the Ratable Loans made by principal amount thereof owing and unpaid. Failure to record any such Bank. The failure by amount on any Bank to make such notations with respect to the Loans grid (or each advance on any such continuation) or payment any error in such notation shall not limit or otherwise affect the obligations of Borrower under the Borrowers to make payments of principal of or interest on such Loans when due. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement or Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. In connection No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers shall affect or in any manner impair the obligations of the Borrowers to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or Guaranties therefor provided pursuant to the Loan Documents. Any Lender which does not have a Refinancing MortgageNote evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in Section 3.2(c). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Borrowers shall promptly execute and deliver to that Lender the Administrative Agent, a mortgage note, payable requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested (a) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its various Dollar Term Loans, Multicurrency Revolving/Term Loans, Revolving Credit Loans and Swingline Loans be evidenced by separate Notes, each in an amount equal to the aggregate unpaid principal amount of the applicable Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a BankNote shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any Ratable Loans made by each such Bank under this Agreement shall return such Note to the Borrower. Each such Term Loan Note shall be evidenced byin substantially the form of Exhibit G-1 hereto, and repaid with interest in accordance with, a promissory note of Borrower each such Multicurrency Revolving/Term Loan Note shall be substantially in the form of EXHIBIT B duly completed Exhibit G-2 hereto, each such Revolving Credit Loan Note shall be in substantially the form of Exhibit G-3 hereto and executed by Borrowereach such Swingline Loan Note shall be in substantially the form of Exhibit G-4. Upon the execution and delivery of any such Note, in a principal amount equal to such Bank’s Loan Commitment, any existing Note payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached returned to the Ratable Loan Note held by it, the amount of each advance, Borrower and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to the Loans replaced or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 the Administrative Agent’s reasonable approvalmodified accordingly. Each reference in this Agreement to the “NotesNote” of such Bank shall be deemed to refer to and include any or all of such mortgage notesNotes, as the context may require. (b) Upon receipt of any Bank’s Note(s) pursuant to Section 3.1(a), the Administrative Agent shall forward such Note(s) to such Bank. Such Bank shall record the date, amount, currency, Type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note(s), endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of such Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note(s) and to attach to and make a part of its Note(s) a continuation of any such schedule as and when required. (c) The Term Loans and Revolving Credit Loans shall mature, and the principal amount thereof shall be due and payable, on the Maturity Date. The Swingline Loans shall mature, and the principal amount thereof shall be due and payable, in accordance with Section 2.4(b)(iii). (d) There shall be no more than ten (10) Euro-Currency Group of Loans outstanding at any one time.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement shall be evidenced by(i) if Term Loans, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes") and (ii) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed and in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to such Bank’s the Term Loan Commitment, payable to Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Term Loans evidenced thereby, (each such noteiv) 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 same case may hereafter be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 3.01, modified, extended, severed, assigned, substituted, renewed or restated from time and mandatory repayment as provided in Section 3.02 and (vii) be entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as and the Guaranties and be secured by the Security Documents. (c) The Revolving Note issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank’s “Note”; all Bank and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Ratable Loan Notes Bank and interests are referred to collectively be payable in this Agreement as the “Notes”. The Ratable principal amount of the Revolving Loans shall matureevidenced thereby, and all outstanding principal and accrued interest and other Obligations shall be paid in full, (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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement. Agreement and the Guaranties and be secured by the Security Documents. (d) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to notation or the Loans or each advance or payment making of an incorrect notation shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrowers' obligation to pay the principal of, any Ratable and interest on, the Term Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower duly executed and delivered by the Borrowers substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"). (b) The Term Note issued to each Bank shall (i) be executed by Borrowerthe Borrowers, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to such Bank’s the Term Loan Commitment, payable to Commitment of such Bank for as in effect on the account Initial Borrowing Date (before giving effect to any reductions thereto as a result of its Applicable Lending Office the making of Term Loans by such Bank on such date) and be payable in the principal amount of the Term Loans evidenced thereby, (each such noteiv) 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 same case may hereafter be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 3.01, modified, extended, severed, assigned, substituted, renewed or restated from time and mandatory repayment as provided in Section 3.02 and (vii) be entitled to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Credit Documents. (c) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Term Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Term Notes endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Term Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation or each advance endorsement or payment any error in any such notation or endorsement shall not limit or otherwise affect the Borrowers' obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireTerm Loans.

Notes. Unless otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement (a) The Advance shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower in Note. Each Note shall (1) be issued by the form of EXHIBIT B duly completed and executed by Borrower, (2) be payable to the Lender and be dated the Closing Date, (3) be in a stated principal amount equal to such Bank’s Loan Commitmentthe Advance made on the Closing Date, payable to such Bank (4) provide the amortization schedule for the account of its Applicable Lending Office relevant Advances, (each such note, 5) bear interest as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively provided in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes Agreement, and interests are referred to collectively (6) be in this Agreement as the “Notes”English. The Ratable Loans shall mature, date 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 schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received and interest made on the Advances shall be recorded by such Bank for the account of Lender on its Applicable Lending Office(s) on account of its Ratable Loansbooks, which endorsement recordations shall, in the absence of manifest error, be conclusive as to such matters; provided, that the outstanding balance failure of the Ratable Loans made by such Bank. The failure by any Bank Lender to make any such notations with respect to the Loans recordation or each advance or payment any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note. Upon the request of the Lender, the borrower shall, no later than (5) Business Days following the date of any such request, issue one or more new Notes to reflect any change in 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 issuance, execution and delivery of any Note pursuant to this Agreement shall not be, or be construed as, a novation with respect to this Agreement or any other agreement between the Lender and the B01rnwer and shall not limit, reduce or otherwise affect the obligations or rights of the Borrower under this Agreement, and the rights and claims of the Lender under any Note shall not replace or supersede the rights and claims of the Lender under this Agreement.  (b) Notwithstanding discharge in full of any Note, if the amount (including, without limitation, Default Interest and additional amounts with respect to Taxes due pursuant to Section 2.11 of this Agreement and others in connection therewith) paid or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for Lender under such Note (whether arising from the account enforcement thereof in the Local Country or otherwise) is less than the aggregate 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 amounts and payments due and payable to the Administrative Agent’s reasonable approval. Each reference Lender in accordance with this Agreement with respect to the Advance, or portion thereof, evidenced by such Note, the Borrower agrees, to the fullest extent it may effectively do so, to pay to the Lender upon demand such difference in accordance with Section 2.10 hereunder and as otherwise specified in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the context may require.Agreement. 

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable ----- and interest on, all the Loans made to it by each Bank under this Agreement shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.17 and, subject to the provisions of Section 1.05(f), shall be evidenced by(i) if Term Loans, and repaid with interest in accordance with, by a promissory note of Borrower substantially in the form of EXHIBIT B duly Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"), (ii) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to each Bank with a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to such Bank’s the Term Loan Commitment, payable to Commitment of such Bank for on the account Initial Borrowing Date (or, in the case of its Applicable Lending Office (each 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 note, as Bank on the same may hereafter date of the issuance thereof) and be amended, modified, extended, severed, assigned, substituted, renewed or restated payable in the principal amount of Term Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary repayment as provided in accordance with Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. 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 is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (f) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Banks which at any time specifically request the delivery of the Ratable Loans made by such BankNotes. The No failure by of any Bank to make such notations with respect request or obtain a Note evidencing its Loans to the Loans Borrower shall affect or each advance or payment shall not limit or otherwise affect in any manner impair the obligations of the Borrower under to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Bank which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Bank the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoans.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Loans made by each Bank under this Agreement Lender shall be evidenced byin the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, and repaid with interest in accordance withif requested by such Lender, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed and in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the 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 of such Bank’s Loan CommitmentLender as of the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable to such Bank for in the account outstanding principal amount of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated Loans evidenced thereby from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s(iv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, mature on the Maturity Date, (v) bear interest as the same may provided in Section 2.08, (vi) be accelerated subject to voluntary prepayment as provided in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached Section 5.01 and (vii) be entitled to the Ratable Loan Note held by it, benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each advance, Loan made by it and each payment in respect thereof and prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(sNotes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Notes or Loans. (d) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as Notwithstanding anything to the outstanding balance contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of the Ratable such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans made by such Bank. The failure by shall affect or in any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect manner impair the obligations of the Borrower under to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Notesvarious Credit Documents. In connection with Any Lender which does not have a Refinancing MortgageNote 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 a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Administrative Agent, a mortgage note, payable respective Lender the requested Note in the appropriate amount or amounts to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in evidence such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to 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 mortgage notes, as the context may requireLoan(s).

Notes. Unless otherwise requested The determination of a Class Interest Rate by a Bankthe Auction Agent, the Indenture Trustee or any Ratable Loans made by each Bank under other Person pursuant to the provisions of the applicable Section of this Agreement Article II shall be evidenced byconclusive and binding on the Noteholders of the Class of Series 1997-1 Notes to which such Class Interest Rate applies, and repaid the Issuer and the Indenture Trustee may rely thereon for all purposes. In no event shall the cumulative amount of interest paid or payable on a Class of Series 1997-1 Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Series 1997-1 Notes of such Class under applicable law, which are contracted for, charged, reserved, taken or received pursuant to the Series 1997- 1 Notes of such Class or related documents) calculated from the date of issuance of the Series 1997-1 Notes of such Class through any subsequent day during the term of the Series 1997-1 Notes of such Class or otherwise prior to payment in full of the Series 1997-1 Notes of such Class exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Series 1997-1 Notes of such Class or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 1997-1 Notes of such Class, or if the acceleration of the maturity of the Series 1997-1 Notes of such Class results in payment to or receipt by the Noteholder or any former Noteholder of the Series 1997-1 Notes of such Class of any interest in accordance withexcess of that permitted by applicable law, a promissory note then, notwithstanding any provision of Borrower in the form Series 1997-1 Notes of EXHIBIT B duly completed and executed by Borrowersuch Class or related documents to the contrary, in a all excess amounts theretofore paid or received with respect to the Series 1997-1 Notes of such Class shall be credited on the principal amount equal to balance of the Series 1997-1 Notes of such Bank’s Loan CommitmentClass (or, payable to if the Series 1997-1 Notes of such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed Class have been paid or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall would thereby be paid in full, on refunded by the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advancerecipient thereof), and each payment the provisions of principal received by the Series 1997-1 Notes of such Bank for Class and related documents shall automatically and immediately be deemed reformed and the account amounts thereafter collectible hereunder and thereunder reduced, without the necessity of its Applicable Lending Office(s) on account the execution of its Ratable Loansany new document, which endorsement shall, in the absence of manifest error, be conclusive so as to comply with the outstanding balance applicable law, but so as to permit the recovery of the Ratable Loans made by such Bank. The failure by any Bank to make such notations with respect to fullest amount otherwise called for under the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 Series 1997- 1 Notes of such mortgage notes, as Class and under the context may requirerelated documents.

Notes. Unless otherwise requested by a Bank, any Ratable (a) The Revolver Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a promissory note of Borrower the Borrowers, substantially in the form of EXHIBIT B duly completed Exhibit A-1, with appropriate insertions as to payee, date and executed by Borrowerprincipal amount (a “Revolver Note”), payable to the order of such Bank and in a principal amount equal to the amount of the initial Commitment of such Bank’s ; provided, however, that the principal amount of each Revolver Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively made in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations an Optional Currency shall be paid by the Borrowers in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreementsuch Optional Currency. Each Bank is hereby authorized by Borrower to endorse on record the schedule attached to the Ratable Loan Note held by itdate, the currency, Type and amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans Revolver Loan made by such Bank. The , each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Revolver Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure by of any Bank to make such notations with respect to the Loans recordation (or each advance or payment any error in such recordation) shall not limit or otherwise affect the obligations of Borrower the Borrowers hereunder or under this Agreement or such Revolver Note. Each Revolver Note shall (a) be dated the Notes. In connection Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with a Refinancing Mortgage, Borrower Sections 2.9 and 2.10. (b) The Swing Line Loans shall deliver to be evidenced by the Administrative Agent, a mortgage noteSwing Line Note, payable to the Administrative Agent order of the Swing Line Bank and in a principal amount equal to the amount of the Swing Line Commitment. The Swing Line Bank is hereby authorized to record the date, Type and amount of each Swing Line Loan made by such Bank and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Swing Line Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of the Swing Line Bank to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the account payment of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be interest in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to accordance with Sections 2.9 and include any or all of such mortgage notes, as the context may require2.10.

Notes. Unless otherwise requested by a Bank(a) The Borrower’s obligation to pay the principal of, any Ratable and interest on, the Revolving Loans made to it by each Bank under this Agreement shall be evidenced byby the Register maintained by the Administrative Agent pursuant to Section 12.04 and shall, and repaid with interest in accordance withif requested by such Bank, also be evidenced by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B duly Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued to each Bank requesting same shall (i) be payable to the order of such Bank and executed by Borrowerbe dated the Restatement Effective Date, (ii) be in a stated principal amount equal to such Bank’s Loan Commitment, payable to the Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such noteiii) 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 same case may hereafter be, evidenced thereby, (v) be amended, modified, extended, severed, assigned, substituted, renewed or restated from time subject to time, including any substitute note pursuant mandatory repayment as provided in Section 4.02 and (vi) be entitled to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in the benefits of this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Credit Documents. (c) Each Bank is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes (if any), endorse on account the reverse side thereof the outstanding principal amount of its Ratable Revolving Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Revolving Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower’s obligations in respect of such Revolving Loans, which endorsement shall, in or affect the absence validity of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure transfer by any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 mortgage notes, as the context may requireNote.

Notes. Unless otherwise requested by a Bank(a) The Borrower's obligation to pay the principal of, any Ratable and interest on, the Loans made to it by each Bank under this Agreement shall be evidenced by(i) if Revolving Loans, and repaid with interest in accordance with, by a promissory note of duly executed and delivered by the Borrower substantially in the form of EXHIBIT B Exhibit B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note", and collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed and in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank with a Revolving Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to such Bank’s Loan Commitment, payable to the Revolving Commitment of such Bank for and be payable in the account principal amount of its Applicable Lending Office the Revolving Loans evidenced thereby, (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(siv) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, 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 same case may be, evidenced thereby, (vi) be accelerated subject to voluntary prepayment as provided in accordance with Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. 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 is hereby authorized by Borrower to endorse will note on the schedule attached to the Ratable Loan Note held by it, its internal records the amount of each advance, Loan made by it and each payment in respect thereof and will, prior to any transfer of principal received by such Bank for the account any of its Applicable Lending Office(s) Notes, endorse on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to reverse side thereof the outstanding balance principal amount of the Ratable Loans made by such Bankevidenced thereby. The failure by any Bank Failure to make any such notations with respect to the Loans notation (or each advance or payment any error in such notation) shall not limit or otherwise affect the Borrower's obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to 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 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 respect of such mortgage notes, as the context may requireLoans.