Common use of Notes Clause in Contracts

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by Upon request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, and (i) in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the Effective Datedate of this Agreement, and (ii) in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment pursuant to Section 2.06(c), as of the effective date of such Lender becomes a party heretoincrease, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, as of the Effective Date, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption, amendment or other modification, as applicable, or (iii) in the case of any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for and/or its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderif applicable. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans by a Lender or affect the validity of such any transfer by any a Lender of its Note.

Notes. If requested by a (a) Upon each Lender’s request, the Revolving Credit Loans made by such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Borrower in substantially the form of Exhibit ABorrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to the order of such Lender in a an aggregate principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason Commitment. (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise)Upon the Swingline Lender’s request, the Borrower Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall deliver or cause to be deliveredevidenced by a Swingline Note, duly executed on behalf of the Borrower, dated the Effective Date, payable to the extent such Lender is then holding a Note and upon order of the written request of such Swingline Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a an aggregate principal amount equal to its Maximum Credit Amount after giving effect the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrower to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect any the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s or Note and upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at no expense to the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Upon request of any Lender, the Loans made by each such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that increases or decreases its Elected Commitment or Maximum Credit Amount for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise) or becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase or decrease, as applicable, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, as applicable, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by a such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this Section 2.02(d) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender and substantially in substantially the form of Exhibit A, A dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Revolving Commitments or Aggregate Term Commitments pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Revolving Commitment or Term Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(c) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, Lender and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (ia) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (iib) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (c) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note Note, of the Borrower in substantially the form of Exhibit A, dated, (i) in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount Amount, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note Note, payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, whereupon such Lender shall will promptly return the replaced Note to the BorrowerBorrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such any transfer by any Lender of its Note.

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, A-1 in the case of a Revolving Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, dated (i) as of the date of this Agreement in the case of any Lender party hereto as of the date of this Agreement, (ii) as of the Effective Date, effective date of the Assignment and Assumption in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption or (iiiii) in the case of any other LenderLender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c) or in connection with a Term Loan Amendment, as of the effective date of such Lender becomes a party heretoincrease or such Term Loan Amendment, in each case payable to such Lender in a principal amount equal to (A) in the case of a Revolving Lender, its Maximum Credit Amount Elected Commitment as in effect on such date and (B) in the case of a Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Elected Commitment or Term Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Elected Commitment or its Term Loans, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule Schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule Schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption or other amendment or modification, as applicable, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Commitments pursuant to Section 2.07(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.07, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decreaseNote, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall return the replaced its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a any Lender, the Loans Term Loan and Revolving Loans, as applicable, made by such Lender shall be evidenced by a single promissory note of Revolving Credit Note or Term Loan Note, as applicable, made by the Borrower in substantially the form of Exhibit AB-1 and Exhibit B-2, respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, each payable to such Lender or its registered assigns in a principal amount equal to its Maximum the principal amount of the Term Loans held by such Term Lender or any Revolving Credit Amount Lender’s Revolving Credit Commitment, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered, to the extent such Revolving Credit Lender is then holding a Note and upon the written request of such LenderRevolving Credit Note, on the effective date of such increase or decrease, a new Note Revolving Credit Note, payable to such Revolving Credit Lender or its registered assigns in a principal amount equal to its Maximum such Revolving Credit Amount Lender’s Revolving Credit Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(b) or otherwise), the Borrower shall, upon request of such replacement Term Lender, deliver or cause to be delivered, to the extent such Term Lender is then holding a Term Loan Note, on the effective date of such increase, a new Term Loan Note payable to such Term Lender shall return the replaced Note or its registered assigns in a principal amount equal to the Borrowersuch Term Lender’s outstanding Term Loans as of such date. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and Revolving Loan made by each Term Lender and Revolving Credit Lender, respectively, and all payments made on account of the principal thereof, shall be recorded by such Term Lender or Revolving Credit Lender, as applicable, on its books for its such Term Lender’s Term Loan Note and such Revolving Credit Lender’s Revolving Credit Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderas applicable. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such any transfer by any Lender of its Term Loan Note and/or Revolving Credit Note.

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, or (ii) in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Syndicated Loans made by such Lender each Bank shall be evidenced by a single promissory note (a "Syndicated Note") of the Borrower Company substantially in substantially the form of Exhibit AA-1 hereto, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender Bank in a principal amount equal to the amount of its Maximum Credit Amount Commitment as originally in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Typetype, interest rate and, if applicable, Interest Period and maturity date of each Syndicated Loan made by each LenderBank to the Company, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender Bank on its books for its Note, and, prior to any transfertransfer of such Note held by it, may be endorsed by such Lender Bank on a the schedule attached to such Note or any continuation thereof or on thereof. The failure of any separate record maintained by such Lender. Failure Bank to make any such notation or to attach entry or any error in such a schedule notation or entry shall not not, however, limit or otherwise affect any Lender’s obligation of the Company under this Agreement or the Borrower’s rights or obligations Notes. (b) The Money Market Loans made by any Bank shall be evidenced by a single promissory note (a "Money Market Note") of the Company substantially in respect the form of Exhibit A-2 hereto, dated the date of the delivery of such Loans or affect Note to Chase under this Agreement, payable to such Bank and otherwise duly completed. The date, amount, interest rate and maturity date of each Money Market Loan made by each Bank to the validity Company, and each payment made on account of the principal thereof, shall be recorded by such Bank on its books and, prior to any transfer of such Note held by it, endorsed by such Bank on the schedule attached to such Note or any continuation thereof. The failure of any Bank to make any notation or entry or any error in such a notation or entry shall not, however, limit or otherwise affect any obligation of the Company under this Agreement or the Notes. (c) The Loans made by the Swingline Bank shall be evidenced by a single promissory note (a "Swingline Note") of the Company substantially in the form of Exhibit A-3 hereto, dated the Effective Date, payable to the Swingline Bank in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed. The date, amount, type, interest rate and maturity date of each Swingline Loan made by the Swingline Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of such Note held by it, endorsed by the Swingline Bank on the schedule attached to such Note or any Lender continuation thereof. The failure of its Notethe Swingline Bank to make any notation or entry or any error in such a notation or entry shall not, however, limit or otherwise affect any obligation of the Company under this Agreement or the Notes.

Notes. If requested by a Lender, Any Lender may request that the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ARevolving Credit Note or Term Note, as applicable, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of such Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Revolving Commitments or Aggregate Term Commitments pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Revolving Commitment or Term Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(c) or otherwise), at the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Revolving Credit Note or Term Note, as applicable, payable to such Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment or Term Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, Lender and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Borrower in substantially Borrowers, dated the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of Closing Date or the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretoapplicable, payable to the order of such Lender in a an aggregate principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason Commitment. (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise)Upon the request of the Swingline Lender, the Borrower Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall deliver or cause to be deliveredevidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the extent such Lender is then holding a Note and upon order of the written request of such Swingline Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a an aggregate principal amount equal to its Maximum Credit Amount after giving effect the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s or the Borrower’s rights or obligations in respect Note and upon cancellation of such Loans or affect Note, the validity Borrowers will issue, in lieu thereof, a replacement Note in favor of such transfer by any Lender Lender, in the same principal amount thereof and otherwise of its Notelike tenor at such Lender’s expense.

Notes. If requested by a LenderOn the fourth Business Day prior to each Payment Date, the Loans made by Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2009-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2009-1 Notes processed from but not including the Payment Date immediately preceding such Lender Payment Date through such Payment Date and any amounts payable to HVF under any Series 2009-1 Interest Rate Cap during that period in respect of (i) first, (I) first an amount equal to the sum of (A) the Series 2009-1 Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Series 2009-1 Deficiency Amounts payable under clause (ii) below) for such Payment Date (the portion of such amount of Series 2009-1 Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Series 2009-1 Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be evidenced estimated by a single promissory note the Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second, an amount equal to any Indenture Carrying Charges due to the Series 2009-1 Noteholders and unpaid as of such Payment Date which are not included in the definition of Series 2009-1 Monthly Interest, (ii) second, an amount equal to the unpaid Series 2009-1 Deficiency Amounts, if any, as of the Borrower preceding Payment Date (together with any accrued interest on such Series 2009-1 Deficiency Amounts as calculated in substantially accordance with Section 3.3(e)) and (iii) third, an amount equal to the Series 2009-1 Monthly Default Interest Amount, if any, for such Payment Date. On or before 10:00 a.m. (New York City time) on such Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 3.3(a), from the Series 2009-1 Accrued Interest Account and deposit such amounts into the Series 2009-1 Distribution Account. On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit A, dated, in the case of H to this Series Supplement (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwiseeach an “Estimated Interest Adjustment Notice”), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Additional Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase, as applicable, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Syndicated Dollar Loans made by such Lender of each Bank shall be evidenced by a single promissory note Syndicated Dollar Note and the Syndicated Foreign Currency Loans of each Bank shall be evidenced by a single Syndicated Foreign Currency Note, each payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to any Borrower shall be evidenced by a single Money Market Note payable to the order of such Bank for the account of its Lending Office. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, and the Borrower in substantially of, each Loan made by it, the form date and amount of Exhibit A, datedeach payment of principal made by the Borrowers with respect thereto and whether, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Bank's Syndicated Dollar Note, such Lender shall return the replaced Note to the Borrower. The dateSyndicated Dollar Loan is a Base Rate Loan or Euro-Dollar Loan, amount, Type, interest rate and, if applicablein the case of such Bank's Syndicated Foreign Currency Note, Interest Period specification of each Loan made by each Lenderthe Foreign Currency, and all payments made on account such schedule shall constitute rebuttable presumptive evidence of the principal thereofamount owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make error in making, any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligation of the Borrowers hereunder or under the Notes or the Borrower’s rights or obligations in respect ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrowers so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. In order to verify the Loans or affect outstanding from time to time, the validity Agent shall furnish the Parent, upon request of such transfer by any Lender the Parent, with a copy of its Noterecord of transactions under this Agreement.

Notes. If requested by a Lender, the (a) The Loans made by such Lender of each Bank shall be evidenced by a single promissory note Note made by each Borrower (including any Qualified Borrower) payable to the order of such Bank for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Borrower Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A, dated, in A hereto with appropriate modifications to reflect the case of (i) any Lender party hereto as fact that it evidences solely Loans of the date relevant type. Upon the execution and delivery of this Agreementany such Note, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new existing Note payable to such Lender Bank shall be replaced or modified accordingly. Each reference in a principal amount equal this Agreement to its Maximum Credit Amount after giving effect the "Note" of such Bank shall be deemed to refer to and include any or all of such increase or decreaseNotes, and otherwise duly completed. as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such replacement Note, such Lender shall return the replaced Note to such Bank. Each Bank shall record the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period type and maturity of each Loan made by it and the date and amount of each Lenderpayment of principal made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and all payments made on account may, if such Bank so elects in connection with any transfer or enforcement of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior 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 any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligations of the Borrower or applicable Qualified Borrower hereunder or under the Borrower’s rights or obligations in respect of such Loans or affect Notes. Each Bank is hereby irrevocably authorized by the validity of such transfer by any Lender Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its NoteNote a continuation of any such schedule as and when required. (d) The Committed 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 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than fifteen (15) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any one time.

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or in an amendment entered into in connection with an increase of the total Commitments pursuant to Section 2.08, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption or amendment, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such dateCommitment, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.08, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its applicable Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower upon request by such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Acceptance, as of the effective date such Lender becomes a party heretoof the Assignment and Acceptance, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.062.6, Section 2.09, Section 12.04(b) 12.5 or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans Loans. Upon surrender of any Note at the principal office of the Administrative Agent for registration of transfer or affect exchange (and in the validity case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such transfer Note or part thereof), and an assignment agreement in form and substance acceptable to the Administrative Agent whereby the assignee holder agrees to be bound by any Lender of its Notethe terms hereof that are applicable to holders, shall execute and deliver, at the Borrower’s expense, a new Note in exchange therefor.

Notes. If requested (a) Upon the request of any Domestic Lender, the Revolving Credit Loans made by such Domestic Lender shall be evidenced by a Revolving Credit Note or Tranche A-1 Note, as applicable, duly executed on behalf of the Domestic Borrowers, dated the Effective Date or the First Amendment Effective Date, as applicable, payable to the order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the request of any Swingline Lender, the Revolving Credit Loans made by such Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Effective Date, payable to the order of such Swingline Lender, in an aggregate principal amount equal to the Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of any Canadian Lender, the Revolving Credit Loans made by such Canadian Lender shall be evidenced by a Revolving Credit Note or Tranche A-1 Note, as applicable, duly executed on behalf of the Canadian Borrower, dated the Effective Date or the First Amendment Effective Date, as applicable, payable to the order of such Canadian Lender in an aggregate principal amount equal to such Canadian Lender’s Commitment. (d) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Loans made by such Lender shall be evidenced by a single promissory note of in accordance with the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date terms of this AgreementAgreement and the applicable Notes. (e) Upon receipt of an affidavit and indemnity of a Lender as to the loss, as theft, destruction or mutilation of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon cancellation of such Note, the written request Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, on in the effective date of such increase or decrease, a new Note payable to such Lender in a same principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, thereof and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by like tenor at such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Noteexpense.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, or in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Loans made by such Lender of each Bank shall be evidenced by a single promissory note Note made by each Borrower (including any Qualified Borrower) payable to the order of such Bank for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Borrower Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A, dated, in A hereto with appropriate modifications to reflect the case of (i) any Lender party hereto as fact that it evidences solely Loans of the date relevant type. Upon the execution and delivery of this Agreementany such Note, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new existing Note payable to such Lender Bank shall be replaced or modified accordingly. Each reference in a principal amount equal this Agreement to its Maximum Credit Amount after giving effect the “Note” of such Bank shall be deemed to refer to and include any or all of such increase or decreaseNotes, and otherwise duly completed. as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such replacement Note, such Lender shall return the replaced Note to such Bank. Each Bank shall record the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period type and maturity of each Loan made by it and the date and amount of each Lenderpayment of principal made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and all payments made on account may, if such Bank so elects in connection with any transfer or enforcement of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior 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 any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligations of the Borrower or applicable Qualified Borrower hereunder or under the Borrower’s rights or obligations in respect of such Loans or affect Notes. Each Bank is hereby irrevocably authorized by the validity of such transfer by any Lender Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its NoteNote a continuation of any such schedule as and when required. (d) The Committed 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 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than fifteen (15) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any one time.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the assignment and assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Commitment pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other Lendermodification to this Agreement, as of the effective date such of the Assignment and Assumption or other amendment or modification, as applicable, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall return the replaced its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by such each Lender shall (if requested by such Lender) be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this AgreementEffective Date, as of the Effective Date, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender and its registered assigns in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteLoans.

Notes. If requested by a LenderAny Lender may request that the Term Loans and/or Revolving Loans, the Loans as applicable, made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ATerm Loan Note or Revolving Note, as applicable, dated, in the case of (i) any Lender party hereto as of the date of this AgreementInitial Availability Date, as of the Effective Initial Availability Date, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of such Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Revolving Commitments pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount Term Loan Commitment (or, for any Term Loan Note issued following the Initial Availability Date, in an amount equal to the principal amount of the Term Loan held by such Term Loan Lender) or its Revolving Commitment as in effect on such date, as applicable and in each case denominated in US Dollars, and otherwise duly completed. In the event that any Revolving Lender’s Maximum Credit Amount Revolving Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(c) or otherwise), at the request of such Revolving Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Revolving Note payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount Revolving Commitment (denominated in US Dollars) after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt In the event any Term Loan Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(c) or otherwise), the Borrower shall, upon request of such replacement NoteTerm Loan Lender, deliver or cause to be delivered, on the effective date of such increase, a new Term Loan Note payable to such Term Loan Lender shall return the replaced Note in a principal amount equal to the Borrowerits outstanding Term Loans as of such date. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and each Revolving Loan made by each Lender, Lender and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its NoteTerm Loan Note and Revolving Notes, as applicable, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Term Loan Note and/or Revolving Note.

Notes. If requested by a Lender, the Loans Term Loan and Revolving Loans, as applicable, made by such Lender shall be evidenced by a single promissory note Term Loan Note or Revolving Credit Note, as applicable, of the Borrower in substantially the form of Exhibit AA and Exhibit B, respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, each payable to such Lender in a principal amount equal to its Term Loan Commitment (or, for any Term Loan Note issued followed the Effective Date, in an amount equal to the principal amount of the Term Loan held by such Term Lender) or its Maximum Revolving Credit Amount Amount, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.07, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Revolving Credit Lender is then holding a Note and upon the written request of such LenderRevolving Credit Note, on the effective date of such increase or decrease, a new Note Revolving Credit Note, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, whereupon such Lender will promptly return to the Borrower the Notes so replaced. Upon receipt In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(b) or otherwise), the Borrower shall, upon request of such replacement Lender, deliver or cause to be delivered, to the extent such Term Lender is then holding a Term Loan Note, on the effective date of such increase, a new Term Loan Note payable to such Term Lender in a principal amount equal to its outstanding Term Loans as of such date, whereupon such Lender shall will promptly return the replaced Note to the BorrowerBorrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and Revolving Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Term Loan Note and Revolving Credit Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lenderas applicable. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such any transfer by any Lender of its Term Loan Note and/or Revolving Credit Note.

Notes. If requested by a LenderOn the fourth Business Day prior to each Payment Date, the Loans made by Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2010-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2010-1 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to ZVF under any Series 2010-1 Interest Rate Cap during that period in respect of (i) first, an amount equal to the sum of (A) the Series 2010-1 Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Series 2010-1 Deficiency Amounts payable under clause (iii) below) for such Lender Payment Date (the portion of such amount of Series 2010-1 Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Series 2010-1 Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be evidenced estimated by a single promissory note the Administrator on such Determination Date) and (B) the Estimated Interest Adjustment Amount with respect to such Determination Date, (ii) second, an amount equal to any Indenture Carrying Charges due to the Series 2010-1 Noteholders and unpaid as of such Payment Date which are not included in the definition of Series 2010-1 Monthly Interest, (iii) third, an amount equal to the sum of the Borrower unpaid Series 2010-1 Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Series 2010-1 Deficiency Amounts), and (iv) fourth, an amount equal to the Series 2010-1 Monthly Default Interest Amount, if any, for such Payment Date. On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in substantially the first sentence of this Section 3.3(a), from the Series 2010-1 Accrued Interest Account and deposit such amounts into the Series 2010-1 Distribution Account. On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit A, dated, in the case of H to this Series Supplement (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwiseeach an “Estimated Interest Adjustment Notice”), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or an Additional Lender Agreement, as of the effective date such of the Assignment and Assumption or Additional Lender becomes a party heretoAgreement, as applicable, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, Commitment and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section Sections 2.06 or 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or Section 2.11, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption or the relevant Incremental Increase, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.11, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or an Additional Lender Agreement, as of the effective date such of the Assignment and Assumption or Additional Lender becomes a party heretoAgreement, as the case may be, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, Commitment and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section Sections 2.06, Section 2.09, Section 12.04(a) or 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its applicable Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Syndicated Revolving Credit Loans made by such Lender of each Bank shall be evidenced by a single promissory note Syndicated Revolving Credit Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Revolving Credit Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Note payable to the order of such Bank for the account of its Lending Office. (c) The Term Loan of each Bank shall be evidenced by a single Term Loan Note payable to the order of such Bank for the account of its Lending Office in substantially an amount equal to the form original principal amount of Exhibit Asuch Bank's Term Loan Commitment. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, datedthe Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Revolving Credit Loan, Money Market Loan or Term Loan, as the case may be, made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Bank's Syndicated Revolving Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases Note or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Term Loan Note, such Lender shall return Syndicated Revolving Credit Loan or Term Loan, as the replaced Note to the Borrower. The datecase may be, amount, Type, interest rate and, if applicable, Interest Period of each is a Base Rate Loan made by each Lenderor Euro-Dollar Loan, and all payments made on account such schedule shall constitute rebuttable presumptive evidence of the principal thereofamount owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make error in making, any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligation of the Borrower hereunder or under the Notes or the Borrower’s rights or obligations in respect ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Loans or affect the validity of such transfer by any Lender of its Noteschedule as and when required.

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Upon request of any Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ANote, datedand, (i) in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, (ii) in the case of any Additional Lender that becomes a party heretohereto in connection with an increase in the Elected Commitments pursuant to Section 2.07(f), such Note shall be dated as of the Increase Effective Date or (iii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, in each case, payable to such Lender or it registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.0912.04(b), Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against the return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section ‎Section 2.06, Section ‎Section 2.09, Section ‎Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans (a) The Revolving Loan to be made by such the Lender shall be evidenced by a single promissory note of the Borrower Company in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party A-1 annexed hereto, duly completed, dated the Closing Date and payable to such the Lender and in a principal amount equal to its Maximum Credit Amount the Revolving Loan Commitment of the Lender (collectively, with all promissory notes delivered in substitution or exchange therefor and as the same shall be amended, supplemented or modified from time to time, the "Revolving Note"). (b) The Working Capital Loans to be made by the Lender shall be evidenced by a single promissory note of the Company in effect on such datesubstantially the form of Exhibit A-2 annexed hereto, and otherwise duly completed. In , dated the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, Closing Date and payable to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect the Working Capital Loan Commitment of the Lender (collectively, with all promissory notes delivered in substitution or exchange therefor and as the same shall be amended, supplemented or modified from time to such increase or decreasetime, and otherwise duly completed. Upon receipt of such replacement the "Working Capital Note, such "). (c) Each Lender shall return is hereby authorized to record the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Loan made by the Lender, 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 Loans, the length of each Interest Period and Eurodollar Rate with respect thereto, on its internal books and records and/or on the schedule annexed to and constituting a part of each Note of the Lender, and all payments made any such recordation on account such schedule shall constitute prima facie evidence of the principal thereof, shall be recorded accuracy of the information so recorded; provided that the failure by such the Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s the obligations of the Company under this Agreement or the Borrower’s rights Notes. (d) Upon receipt of an affidavit of an officer of the Lender as to the loss, theft, destruction or obligations mutilation of any Note, certificate evidencing any Pledged Stock or any other Security Document which is not of public record, and, in respect the case of any such loss, theft, destruction or mutilation, upon cancellation of such Loans Notes, certificate evidencing any Pledged Stock or affect other Security Document, the validity Company will issue, in lieu thereof, replacement notes, stock certificates or other Security Documents in the same principal amount thereof and otherwise of such transfer by any Lender of its Notelike tenor.

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note, then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Revolving Loans and the each Term Loan, as applicable, made by such Lender shall each be evidenced by a single promissory note Note of the Borrower in substantially the form of Exhibit ABorrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount and/or its Term Loans outstanding, as applicable, as in effect on such date, and otherwise duly completed. In Upon request from a Lender and upon the return of the Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each such Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. Upon request of the Borrower, promptly following Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower to such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) 12.04 or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender Lender, in replacement of the Note then outstanding, in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect Loans. Upon assignment of any Note in accordance with the validity terms in this Agreement and surrender of such Note at the principal office of Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by any Lender a written instrument of transfer duly executed by the registered holder or its Noteattorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the assignee holder agrees to be bound by the terms hereof that are applicable to holders, the Borrower shall execute and deliver, at Borrower's expense, a new Note in exchange therefor.

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such and each Lender shall return the replaced Note to the BorrowerBorrower the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a LenderOn the fourth Business Day prior to each Payment Date, the Loans made by Series 2010-2 Administrator shall instruct the Trustee in writing pursuant to the Series 2010-2 Administration Agreement as to the amount to be withdrawn from the Series 2010-2 Accrued Interest Account to the extent funds are anticipated to be available from Series 2010-2 Interest Collections processed from but not including the Payment Date immediately preceding such Lender Payment Date through such Payment Date and any amounts payable to HVF under any Series 2010-2 Interest Rate Cap during that period in respect of (i) (I) first, an amount equal to the sum of (A) the Series 2010-2 Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Series 2010-2 Deficiency Amounts payable under clause (ii) below) for such Payment Date (the portion of such amount of Series 2010-2 Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Series 2010-2 Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be evidenced estimated by a single promissory note the Series 2010-2 Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second, an amount equal to any Indenture Carrying Charges due to the Series 2010-2 Noteholders and unpaid as of such Payment Date which are not included in the definition of Series 2010-2 Monthly Interest, (ii) second, an amount equal to the unpaid Series 2010-2 Deficiency Amounts, if any, as of the Borrower preceding Payment Date (together with any accrued interest on such Series 2010-2 Deficiency Amounts as calculated in substantially accordance with Section 9.2(e)) and (iii) third, an amount equal to the Series 2010-2 Monthly Default Interest Amount, if any, for such Payment Date. On or before 10:00 a.m. (New York City time) on such Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 9.2(a), from the Series 2010-2 Accrued Interest Account and deposit such amounts into the Series 2010-2 Distribution Account. On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Series 2010-2 Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit A, dated, in the case of H to this Series Supplement (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwiseeach an “Estimated Interest Adjustment Notice”), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, Any Lender may request that the Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, in each case, payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Maximum Credit Amount Loans as in effect on such date, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Maximum Credit Amount Loans increases or decreases for any reason (whether pursuant to Section 2.062.01, Section 2.09, Section 12.04(b13.04(b) or otherwise), upon the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to the aggregate 102120121 principal amount of its Maximum Credit Amount Loans after giving effect to such increase or decrease, and otherwise duly completed. Upon Borrower’s obligation to deliver a Note evidencing Loans for which the Borrower has previously delivered a Note shall be subject to ▇▇▇▇▇▇▇▇’s receipt of such replacement Note, such Lender shall return the previously-delivered Note or satisfactory indemnity therefor in ▇▇▇▇▇▇▇▇’s discretion. The replaced Note shall be deemed cancelled upon delivery from the Borrower to the BorrowerLender of such new Note. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Syndicated Loans made by such of each Lender shall be evidenced by a single promissory note Syndicated Loan Note payable to the order of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender for the account of its Lending Office in a principal an amount equal to the original principal amount of such Lender's Commitment. (b) The Money Market Loans made by any Lender to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Lender for the account of its Maximum Credit Amount as Lending Office in effect on such date, and otherwise duly completed. In an amount equal to the event that any original principal amount of the aggregate Commitments. (c) Upon receipt of each Lender’s Maximum Credit Amount increases or decreases for any reason (whether 's Notes pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)3.01, the Borrower Administrative Agent shall deliver or cause such Notes to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender. Each Lender shall record, and prior to any transfer of its Notes shall endorse on the effective date of such increase or decreaseschedules forming a part thereof appropriate notations to evidence the date, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseand maturity of, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, effective interest rate andfor, if applicable, Interest Period of each Loan made by it, the date and amount of each Lenderpayment of principal made by the Borrower with respect thereto, and all payments made on account such schedules of each such Lender's Notes shall constitute rebuttable presumptive evidence of the respective principal thereofamounts owing and unpaid on such Lender's Notes; provided that the failure of any Lender to make, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make error in making, any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligation of the Borrower hereunder or under the Notes or the Borrower’s rights or obligations in respect ability of such Loans or affect the validity of such transfer by any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of its Noteany Note a continuation of any such schedule as and when required.

Notes. If requested (a) Each Bank may, by a Lendernotice to the Borrower and the Administrative Agent, the request that its various Term Loans, Revolving Credit Loans made by such Lender shall and Swingline Loans be evidenced by a single promissory note 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 Note 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 such Bank shall return such Note to the Borrower. Each such Term Loan Note shall be in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party G-1 hereto, payable to each such Lender Revolving Credit Loan Note shall be in a principal amount equal to its Maximum Credit Amount as substantially the form of Exhibit G-2 hereto and each such Swingline Loan Note shall be in effect on substantially the form of Exhibit G-3. Upon the execution and delivery of any such dateNote, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new existing Note payable to such Lender Bank shall be returned to the Borrower and replaced or modified accordingly. Each reference in a principal amount equal this Agreement to its Maximum Credit Amount after giving effect the “Note” of such Bank shall be deemed to refer to and include any or all of such increase or decreaseNotes, and otherwise duly completed. 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 replacement Note, Note(s) to such Lender Bank. Such Bank shall return record the replaced Note to the Borrower. The date, amount, Typecurrency, interest rate and, if applicable, Interest Period Type and maturity of each Loan made by it and the date and amount of each Lenderpayment of principal made by the Borrower, with respect thereto, and all payments made may, if such Bank so elects in connection with any transfer or enforcement of its Note(s), endorse on account the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligations of the Borrower hereunder or under the Borrower’s rights or obligations in respect of such Loans or affect Notes. Each Bank is hereby irrevocably authorized by the validity of such transfer by any Lender Borrower so to endorse its Note(s) and to attach to and make a part of its NoteNote(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. If requested by a Lender, the (a) The Facility A Loans made by such each Lender shall be evidenced by the Promissory Notes (Revolving Credit Loans) executed and delivered by the Borrower in connection with the Existing Credit Agreement. The Facility B Loans made by each Lender shall be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of dated the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretohereof, payable to such Lender in a principal amount equal to the lesser of the aggregate amount of its Maximum Credit Amount Facility B Commitment as originally in effect on such date, and the outstanding principal balance of its Facility B Loans and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason . (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Class, Type, interest rate and, and duration of Interest Period (if applicable, Interest Period ) of each Loan made by each LenderLender to the Borrower, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfertransfer of the Notes evidencing the Loans held by it, may be endorsed indorsed by such Lender on a the schedule attached to such Note Notes or any continuation thereof or on any separate record maintained by thereof; provided that the failure of such Lender. Failure Lender to make any such notation recordation or to attach a schedule indorsement shall not affect the obligations of the Borrower to make a payment when due of any Lender’s amount owing hereunder or the Borrower’s rights or obligations under such Notes in respect of such Loans Loans. (c) No Lender shall be entitled to have its Notes substituted or affect the validity exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such transfer Lender's relevant Commitment, Loans and Notes pursuant to Section 12.06 (and, if requested by any Lender of its Lender, the Borrower agrees to so exchange any Note).

Notes. If requested by a Lender, the (a) Loans made by such Lender each Bank with respect to Alternate Base Rate Loans and LIBOR Loans shall be evidenced by a single promissory note of the Borrower Company, substantially in substantially the form of Exhibit AD, datedall with appropriate insertions therein (as endorsed and as amended or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Bank and representing the obligation of the Company to pay the aggregate unpaid principal amount of all Loans made by such Bank, with interest thereon as prescribed or determined herein. Each Bank is hereby authorized to record the date and amount of each Loan made by such Bank and the other information applicable thereto, and each payment or prepayment of principal of such Loan, on the applicable grid (and any continuations thereof annexed to and constituting a part of its Notes. No failure to so record or any error in so recording shall affect the case obligation of the Company to repay such Loans, with interest thereon, as herein provided. (b) If all Governmental Approvals are received by the Borrower on or prior to the Effective Date, the Company shall issue Note to each Bank (each a “Note”). Each Note shall (i) any Lender party hereto as of the date of this Agreement, be dated as of the Effective Date, and (ii) any other Lenderbe stated to mature on the Final Maturity Date and (iii) bear interest for the period from and including the date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided herein. (c) If all required Government Approvals have not been received by the Borrower on or prior to the Effective Date, then on the Effective Date the Company shall issue a Note to each Bank (each, an “Initial Note”). Each Initial Note shall (i) be dated as of the Effective Date, (ii) be stated to mature on the Initial Maturity Date and (iii) bear interest for the period from and including the date such Lender becomes a party hereto, payable to such Lender in a thereof on the unpaid principal amount equal thereof from time to its Maximum Credit Amount time outstanding at the applicable interest rate per annum determined as in effect provided herein. (d) If all Governmental Approvals were not received on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant Effective Date but are received before the date which is 30 days prior to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)the Initial Maturity Date, the Borrower Company shall deliver or cause to be delivered, to the extent such Lender is then holding issue new a Note and upon to each Bank (each a “Replacement Note”). Each Replacement Note shall (i) be dated as of the written request of such LenderEffective Date, (ii) be stated to mature on the effective Final Maturity Date and (iii) bear interest for the period from and including the date of such increase or decrease, a new Note payable to such Lender in a thereof on the unpaid principal amount equal thereof from time to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedtime outstanding at the applicable interest rate per annum determined as provided herein. Upon each Bank’s receipt of such replacement the applicable Replacement Note, such Lender shall Bank will stamp “Cancelled” upon such Bank’s Initial Note and return the replaced Initial Note to the Borrower. The dateCompany via overnight courier, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, at the sole cost and all payments made on account expense of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteCompany.

Notes. If requested by a Lender(a) Upon the request of any Lender made through the Administrative Agent, the Revolving Loans made by such Lender shall be evidenced by a single promissory revolving note duly executed on behalf of the Borrower Borrowers, dated the Effective Date, in substantially the form of Exhibit A, dated, in the case of (i) any Lender party attached hereto as Exhibit B-1, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) The Swingline Loans made by the Swingline Lender shall be evidenced by a swingline note duly executed on behalf of the date of this AgreementBorrowers, as of dated the Effective Date, and (ii) any other Lender, in substantially the form attached hereto as Exhibit B-2 payable to the order of the date such Lender becomes a party hereto, payable to such Swingline Lender in a an aggregate principal amount equal to its Maximum Credit Amount $10,000,000. (c) Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in effect on such date, and otherwise duly completedthis ARTICLE II. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Each Lender is then holding a Note and upon hereby authorized by the written request of such Lender, on the effective date of such increase or decrease, a new Note payable Borrowers to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect any the obligation of the Borrowers to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s or the Borrower’s rights or obligations in respect Note and upon cancellation of such Loans or affect Note, the validity Borrowers will issue, in lieu thereof, a replacement Note in favor of such transfer by any Lender Lender, in the same principal amount thereof and otherwise of its Notelike tenor.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt completed (and the prior Note shall be destroyed or, upon request of such replacement Notethe Borrower, such Lender shall return the replaced Note returned to the BorrowerBorrower with an indication that the same has been discharged). The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by a such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the accounts maintained pursuant to this Section 2.02(d) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender and substantially in substantially the form of Exhibit A, A dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). In the event that any Lender’s 's Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such Lender shall each be evidenced by a single promissory note Note of the Borrower in substantially the form of Exhibit ABorrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitments pursuant to Section 2.06(c) or (iii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender and upon the return of the Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such ​ [Credit Agreement] ​ ​ increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each such Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. Upon request of the Borrower, promptly following Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such US 9364157v.4 WEL554/78009 Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by Upon request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to and its Maximum Credit Amount as in effect on such dateregistered assigns, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Maximum Credit Amount increases or 's Loans decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b13.04(b) or otherwise), the Borrower shall shall, upon request, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender and its registered assigns in a principal amount equal to its Maximum Credit Amount Loan after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. The entries in the books of any Lender with respect to such payments shall be conclusive absent manifest error. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations Obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. All Notes issued by the Borrower pursuant hereto shall make clear reference to the existence of the Intercreditor Agreement, and the effect thereof on the priority of the Lender's interest in the Collateral.

Notes. If requested by Upon request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, A-1 in the case of a Revolving Credit Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, and, (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the Effective Datedate of this Agreement, and (ii) in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.01(c) or in connection with a Term Loan Amendment, as of the effective date of such Lender becomes a party heretoincrease or such Term Loan Amendment, in each case, payable to such Lender in a principal amount equal to to, in the case of a Revolving Credit Lender, its Maximum Credit Amount as in effect on such date, and, in the case of a Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount or Term Loans, as applicable, increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.05, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Revolving Credit Lender in a principal amount equal to to, in the case of a Revolving Credit Lender, its Maximum Credit Amount after giving effect to such increase or decrease, and, in the case of a Term Lender, the principal amount of its Term Loans after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteLoans.

Notes. If requested by (a) The Borrower shall execute and deliver to each Term Lender (or to the Agent on behalf of each Term Lender) on or before the Closing Date a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit AD-1 hereto (each a "Term Loan Note" and collectively, dated, the "Term Loan Notes") to evidence the amount of that Lender's Term Loan. Each Term Loan Note shall be dated the Closing Date and shall be stated to mature on the Term Loan Maturity Date. The Term Loan Note executed in the case favor of (i) any Term Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender shall be in a principal amount equal to its Maximum such Lender's Term Loan Commitment. (b) The Borrower shall execute and deliver to each Revolving Credit Amount as Lender (or to the Agent on behalf of each Revolving Credit Lender) on or before the Closing Date a promissory note substantially in effect on such date, the form of Exhibit D-2 hereto (each a "Revolving Loan Note" and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)collectively, the Borrower "Revolving Loan Notes") to evidence the aggregate amount of that Lender's Revolving Loans and with other appropriate insertions. Each Revolving Loan Note shall deliver or cause be dated the Closing Date and shall be stated to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, mature on the effective date Revolving Loan Maturity Date. The Revolving Loan Note executed in favor of such increase or decrease, a new Note payable to such any Revolving Credit Lender shall be in a principal amount equal to its Maximum the Lender's Revolving Credit Amount after giving effect to such increase or decreaseCommitment. (c) Each Lender is hereby authorized to, and otherwise duly completed. Upon receipt prior to any transfer of such replacement Noteany Note issued to it, such each Lender shall return shall, endorse the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period date and amount of each Loan made by such Lender and each Lender, and all payments made on account payment or prepayment of principal of the principal thereofLoans evidenced thereby on the schedule annexed to and constituting a part of such Note, which endorsement shall be recorded constitute prima facie evidence, absent manifest error, of the accuracy of the information so endorsed, provided that failure by any such Lender on its books for its to make such endorsement shall not affect the obligations of the Borrower hereunder or under such Note, and. In lieu of endorsing such schedule as hereinabove provided, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect transfer of such Note, each Lender is hereby authorized, at its option, to record such Loans and such payments or affect prepayments in its books and records, such books and records constituting prima facie evidence, absent manifest error, of the validity accuracy of such transfer by any Lender of its Notethe information contained therein.

Notes. If requested by a Lender, the The Loans made by such Lender the Lenders shall be evidenced by a single promissory note note, executed and delivered by the Borrowers, payable to the order of the Borrower each Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Maximum Credit Amount pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.06(c), Section 12.04(b) or otherwise), the Borrower Borrowers shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the any Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a (a) Upon each Lender’s request, the Loans made by such Lender shall be evidenced by a single promissory note Revolving Credit Note, FILO Note, or ABL Term Note, as applicable, duly executed on behalf of the Borrower in substantially Borrower, dated the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Closing Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to the order of such Lender in a an aggregate principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason applicable Commitment. (whether pursuant to Section 2.06, Section 2.09, Section 12.04(bb) or otherwise)Upon the Swingline Lender’s request, the Borrower Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall deliver or cause to be deliveredevidenced by a Swingline Note, duly executed on behalf of the Borrower, dated the Closing Date, payable to the extent such Lender is then holding a Note and upon order of the written request of such Swingline Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a an aggregate principal amount equal to its Maximum Credit Amount after giving effect the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrower to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule error therein shall not affect any the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s or Note and upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at no expense to the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender(a) The Loan made to each Borrower, the Loans made by and such Lender Borrower's obligation to repay such Loan, shall be evidenced by a single promissory note Note issued by such Borrower to the Agent (for the benefit of all of the Lenders sharing in the Loan to such Borrower), which shall provide, among other things, that (i) such Note shall mature, and the outstanding principal amount thereof and the unpaid accrued interest thereon shall be due and payable, on the Maturity Date, (ii) such Borrower shall pay interest on the unpaid principal amount of the Loan made to such Borrower from the Closing Date until such principal amount is paid in full, payable to the Agent, for the benefit of the Lenders, in arrears on each Interest Payment Date at the rate as provided in the Note, (iii) such Note shall be prepayable at the option of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a provided in the Note and upon the written request of (iv) any such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender prepayments shall return the replaced Note be subject to the Borrowerpayment of an Early Payment Fee and related fees as set forth in the Note. The date, amount, Type, All interest rate and, if applicable, Interest Period of each Loan made by each Lender, payments and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations prepayments in respect of such Loans or affect any Loan shall be applied by the validity Agent among the Lenders on a Pro-rata basis (based on each Lender's Pro-rata share of such transfer by the outstanding principal amount thereof). (b) Upon the occurrence and during the continuance of any Program Event of Default, the Agent may (and at the request of any Lender, the Agent shall) request that the Borrowers execute and deliver amended and restated Notes for each Lender in replacement of its Notethe existing master Notes.

Notes. If requested by a Lender, the The Loans made by such Lender the Lenders shall be evidenced by a single promissory note note, executed and delivered by the Borrowers, payable to the order of the Borrower each Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower Borrowers shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the any Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender and substantially in substantially the form of Exhibit A, A dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Additional Lender that becomes a Lender party heretohereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c), payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), upon the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request delivered as of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt completed (and the prior Note shall be destroyed or, upon request of such replacement Notethe Borrower, such Lender shall return the replaced Note returned to the BorrowerBorrower with an indication that the same has been discharged). The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested (a) The Revolving Loans made by each Lender shall be evidenced by a revolving note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B-1, payable to the order of each such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) The Swingline Loans made by the Swingline Lender shall be evidenced by a swingline note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 payable to the order of the Swingline Lender in an aggregate principal amount equal to $10,000,000. (c) Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in this Article II. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of the Borrowers to repay the Loans made by such Lender shall be evidenced by a single promissory note of in accordance with the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date terms of this AgreementAgreement and the applicable Notes. (d) Upon receipt of an affidavit of a Lender as to the loss, as theft, destruction or mutilation of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon cancellation of such Note, the written request Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, on in the effective date of such increase or decrease, a new Note payable to such Lender in a same principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, thereof and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notelike tenor.

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower to such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such dateCommitment, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b12.04(a) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall agrees to promptly return the replaced previously issued Note to the Borrowerheld by such Lender marked cancelled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its applicable Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, Any Lender may request that the Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, in each case, payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Maximum Credit Amount Loans as in effect on such date, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Maximum Credit Amount Loans increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), upon the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Maximum Credit Amount Loans after giving effect to such increase or decrease, and otherwise duly completed. Upon The Borrower’s obligation to deliver a Note evidencing Loans for which the Borrower has previously delivered a Note shall be subject to Borrower’s receipt of such replacement Note, such Lender shall return the previously-delivered Note or satisfactory indemnity therefor in Borrower’s good faith discretion. The replaced Note shall be deemed cancelled upon delivery from the Borrower to the BorrowerLender of such new Note. The date, amount, Type, and interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto in connection with an increase in the Aggregate Elected Borrowing Base Commitments pursuant to Section 2.07(h), such Note shall be dated as of the effective date of such increase, or (iii) in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Revolving Loans made by such of each Lender shall be evidenced by a single promissory note Revolving Loan Note payable to the order of such Lender for the account of its Lending Office in an amount equal to the original principal amount of such Lender's Commitment. (b) Upon receipt of each Lender's Notes pursuant to SECTION 9.01, the Agent shall deliver such Notes to such Lender. Each Lender will record either on its own books and records or on Schedules attached to its Notes, at its option, and prior to any transfer of its Notes will transfer a copy of the relevant portions of its books and records or endorse on such schedules attached to its Notes appropriate notations to evidence; the date, amount and maturity of, and effective interest rate for, each Loan made by it, and the date and amount of each payment of principal made by the Borrower with respect thereto. Such records, whether on the Lender's books and records or on Schedules to the Notes will constitute prima facie evidence, in the absence of manifest error, of the respective principal amounts owing and unpaid on such Lender's Notes; provided that the failure of any Lender to make, or any error in making, any such recordation or endorsement shall not affect the obligation of the Borrower in substantially hereunder or under the form Notes or the ability of Exhibit A, datedany Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes, in the case event such option is elected by such Lender, and to attach to and make a part of any Note a continuation of any such Schedule as and when required. (c) The Agent shall maintain on its books a control account for the Borrower in which shall be recorded (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Typeeffective interest rate and maturity of each Revolving Loan and Settlement Loan made hereunder to the Borrower, (ii) the amount of any principal, interest rate and, if applicable, Interest Period of each Loan made by each Lenderor fees due or to become due from the Borrower on the Revolving Loans and the Settlement Loans, and all payments made on account (iii) the amount of any sum received by the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations Agent hereunder in respect of any such principal, interest or fees due on the Revolving Loans or affect and Settlement Loans, and each Lender's Commitment Percentage thereof. (d) The entries made in the validity accounts pursuant to paragraph (c) above shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of the Obligations of the Borrower therein recorded and any payments thereon, and in case of discrepancy between such transfer accounts and the schedules to the Notes maintained by any Lender pursuant to paragraph (b) or between such accounts and the books and records of its Notethe Borrower, in the absence of manifest error, the control account maintained by the Agent pursuant to paragraph (c) above shall be controlling with respect to Revolving Loans and Settlement Loans.

Notes. If requested by a Lender, the The Loans made by each Lender, if requested by such Lender Lender, shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (iii) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.07(e) as of the effective date of such increase, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.092.07, Section 12.04(b) or otherwise), if requested by such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a LenderOn the fourth Business Day prior to each Payment Date, the Loans made by Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2009-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2009-1 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2009-1 Interest Rate Cap during that period in respect of (i) first, (I) first an amount equal to the sum of (A) the Series 2009-1 Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Series 2009-1 Deficiency Amounts payable under clause (ii) below) for such Lender Payment Date (the portion of such amount of Series 2009-1 Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Series 2009-1 Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be evidenced estimated by a single promissory note the Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second, an amount equal to any Indenture Carrying Charges due to the Series 2009-1 Noteholders and unpaid as of such Payment Date which are not included in the definition of Series 2009-1 Monthly Interest, (ii) second, an amount equal to the unpaid Series 2009-1 Deficiency Amounts, if any, as of the Borrower preceding Payment Date (together with any accrued interest on such Series 2009-1 Deficiency Amounts) and (iii) third, an amount equal to the Series 2009-1 Monthly Default Interest Amount, if any, for such Payment Date. On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in substantially the first sentence of this Section 3.3(a), from the Series 2009-1 Accrued Interest Account and deposit such amounts into the Series 2009-1 Distribution Account. On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit A, dated, in the case of H to this Series Supplement (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwiseeach an “Estimated Interest Adjustment Notice”), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement (subject to clauses (ii) and (iii) of this section), and (ii) any other LenderLender that becomes a party hereto or that has its Maximum Credit Amount increased pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption, or (iii) any Lender that becomes a party heretohereto or that has its Maximum Credit Amount increased in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit ANote, dated, in the case of (i) any Lender party hereto as of the date of this AgreementClosing Date, as of the Effective Date, and Closing Date or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon reasonable request from a Lender, in the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, delivered a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon , and, upon receipt by such Lender of such replacement new Note, such the existing Note of the Lender shall be deemed cancelled and the Lender shall promptly return the replaced its prior Note to the Borrower upon the request of the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteLoans.

Notes. If requested by a Lender, the Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (ie) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (iif) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such of the Assignment and Assumption or (g) any Lender that becomes a party heretohereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such LenderNote, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, completed and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Any Lender may request that Loans made by such Lender shall it be evidenced by a single promissory note of note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement (subject to clause (ii) of this section), and or (ii) any other LenderLender that becomes a party hereto or that has its Commitment increased pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that If any Lender’s Maximum Credit Amount increases or Commitment decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such the order of any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall agrees to promptly thereafter return the replaced previously issued Note to the Borrowerheld by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each LenderLender that receives a Note, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested (a) The Revolving Loans made by each Lender shall be evidenced by a revolving note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-1, payable to the order of each such Lender in an aggregate principal amount equal to such Lender's Commitment. (b) The Swingline Loans made by the Swingline Lender shall be evidenced by a swingline note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-2 payable to the order of the Swingline Lender in an aggregate principal amount equal to $9,500,000. (c) Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in this Article II. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of the Borrowers to repay the Loans made by such Lender shall be evidenced by a single promissory note of in accordance with the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date terms of this Agreement, Agreement and the applicable Notes. (d) Upon receipt of an affidavit of a Lender as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent loss, theft, destruction or mutilation of such Lender is then holding a Lender's Note and upon cancellation of such Note, the written request Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, on in the effective date of such increase or decrease, a new Note payable to such Lender in a same principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, thereof and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notelike tenor.

Notes. If requested by a (a) Upon the request of any applicable Lender, the Loans made by Borrowers shall execute and deliver to such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit Aseparate Note for each applicable Term Loan, datedMulti-Draw Term Loan or Revolving Loan, in the case of (i) any Lender party hereto as of the date of this Agreement, each dated as of the Effective Date, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Commitment or Loan, as applicable. Upon the request of any applicable Lender, the Borrowers shall execute and deliver to such Lender a separate Note for each applicable Incremental Term Loan Facility, each dated as of the closing date of such Incremental Term Loan Facility, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Incremental Term Loan Commitment or Incremental Term Loan, as applicable. Upon Swingline Lender’s request, the Borrowers shall execute and deliver to Swingline Lender a Swingline Note, dated as of the Effective Date, or, if later, the date of such request, in the amount of the Swingline Commitment. (b) The Notes issued to each Lender pursuant to clause (a) shall (i) be executed by the Borrowers, (ii) any other Lender, as be payable to the order of the date such Lender becomes a party heretoor such Lender’s assigns, payable to such Lender (iii) be in a the stated principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent Loan made by such Lender is then holding a on date of such Note and upon or the written request principal amount of such Lender’s pro rata share of the applicable Commitment, on (iv) be payable as provided in Section 3.1, (v) accrue interest as provided in Section 3.2 and (vi) be entitled to the effective date benefits of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, this Agreement and otherwise duly completed. Upon receipt of such replacement Note, such the other Loan Documents. (c) Each Lender shall return record in its records the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period amount and date of each Loan made by each Lendersuch Lender to the Borrowers (including the outstanding principal amount of the Term Loans as of the Effective Date which Loans were advanced under the Existing Credit Agreement and continued as Loans under this Agreement), and all payments made on account each repayment of such Lender’s Loans. The aggregate unpaid principal amount so recorded shall, absent manifest error, be conclusive evidence of the principal thereof, shall be recorded by amount of the Loan owing and unpaid. The failure to so record any such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note amount or any continuation thereof or on any separate record maintained by such Lender. Failure to make error in so recording any such notation amount shall not, however, limit or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or otherwise affect the validity Obligations of such transfer by the Borrowers hereunder or under any Lender Note to repay the principal amount of its Noteall Loans hereunder, together with interest accruing thereon.

Notes. If requested by a Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a single promissory note of executed and delivered by the Borrower at the request of such Lender, substantially in substantially the form of Exhibit AB-1, datedwith appropriate insertions as to payee, in the case of date and principal amount (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto"Revolving Credit Note"), payable to the order of such Lender and in a principal amount equal to its Maximum the lesser of (i) the amount of the Commitment of such Lender and (ii) the aggregate unpaid principal amount of all Revolving Credit Amount as in effect on Loans made by such date, Lender. The Competitive Loans made by each Lender shall be evidenced by a promissory note executed and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), delivered by the Borrower shall deliver or cause to be delivered, to at the extent such Lender is then holding a Note and upon the written request of such Lender, on substantially in the effective form of Exhibit B-2, with appropriate insertions as to payee and date (a "Competitive Loan Note"), payable to the order of such increase or decreaseLender. Each Lender is hereby authorized to record, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decreaseas applicable, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan or Competitive Loan made by each such Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and all payments made amount of each payment or prepayment of principal thereof and, in the case of Fixed Rate Loans and Eurodollar Loans, the length of each Interest Period with respect thereto and, in the case of Money Market Loans, the Money Market Loan Maturity Date with respect thereto, on account the schedule annexed to and constituting a part of its Revolving Credit Note or Competitive Loan Note, as the case may be, and any such recordation shall constitute prima facie evidence of the principal thereof, shall be recorded accuracy of the information so recorded; provided that the failure by such any Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation recordation or to attach a schedule any error in such recordation shall not affect any Lender’s the obligations of the Borrower under this Agreement or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteNotes.

Notes. If requested by a Upon request of such Lender, the Loans made by such a Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, datedand, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement, or in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, dated (i) as of the date of this Agreement in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) as of the effective date of the Assignment and Assumption in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amount pursuant to Section 2.06(c), as of the effective date of such Lender becomes a party heretoincrease, in each case payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule Schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule Schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans of any Class made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AExhibits ▇-▇, ▇-▇, or A-3, as appropriate, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount Amount, the principal amount of its 5-Year Term Loan, or the principal amount of its 7-Year Term Loan, as the case may be, as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason or the amount of a Term Lender’s Term Loans increases (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise)) and at such Lender’s request, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount (after giving effect to such increase or decrease), the principal amount of its 5-Year Term Loan (after giving effect to such increase), or the principal amount of its 7-Year Term Loan (after giving effect to such increase), as the case may be, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, Class, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its NoteNote of such Class, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its such Note.

Notes. If requested by a LenderOn the fourth Business Day prior to each Payment Date, the Loans made by Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2008-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2008-1 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2008-1 Interest Rate Cap during that period in respect of (i) first, (I) first an amount equal to the sum of (A) the Series 2008-1 Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Series 2008-1 Deficiency Amounts payable under clause (ii) below) for such Lender Payment Date (the portion of such amount of Series 2008-1 Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Series 2008-1 Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be evidenced estimated by a single promissory note the Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second, an amount equal to any Indenture Carrying Charges due to the Series 2008-1 Noteholders and unpaid as of such Payment Date which are not included in the definition of Series 2008-1 Monthly Interest, (ii) second, an amount equal to the unpaid Series 2008-1 Deficiency Amounts, if any, as of the Borrower preceding Payment Date (together with any accrued interest on such Series 2008-1 Deficiency Amounts) and (iii) third, an amount equal to the Series 2008-1 Monthly Default Interest Amount, if any, for such Payment Date. On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in substantially the first sentence of this Section 3.3(a), from the Series 2008-1 Accrued Interest Account and deposit such amounts into the Series 2008-1 Distribution Account. On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit A, dated, in the case of H to this Series Supplement (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwiseeach an “Estimated Interest Adjustment Notice”), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, Any Lender may request in writing that the Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, in each case, payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Maximum Credit Amount Loans as in effect on such date, and otherwise duly completed. In the event that the aggregate principal amount of any Lender’s Maximum Credit Amount Loans increases or decreases 102563340 25 for any reason (whether pursuant to Section 2.062.01, Section 2.09, Section 12.04(b13.04(b) or otherwise), upon the written request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender or its registered assigns in a principal amount equal to the aggregate principal amount of its Maximum Credit Amount Loans after giving effect to such increase or decrease, and otherwise duly completed. Upon Borrower’s obligation to deliver a Note evidencing Loans for which the Borrower has previously delivered a Note shall be subject to ▇▇▇▇▇▇▇▇’s receipt of such replacement Note, such Lender shall return the previously-delivered Note or satisfactory indemnity therefor in ▇▇▇▇▇▇▇▇’s discretion. The replaced Note shall be deemed cancelled upon delivery from the Borrower to the BorrowerLender of such new Note. The date, amount, Type, interest rate and, if applicable, Interest Period date and amount of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a Note (provided that there shall be separate Notes for Term Loans and Revolving Loans), then, for each such Lender, the Loans made by such Lender Borrower shall be evidenced by execute and deliver a single promissory note Note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and Closing Date or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Revolving Amount or Maximum Term Amount, as applicable, as in effect on such date, and otherwise duly completed. In Upon request from a Lender, in the event that any such Lender’s applicable Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender (and, for avoidance of doubt, its registered assigns) in a principal amount equal to its Maximum Credit Revolving Amount or Maximum Term Amount, as applicable, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure ; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (a) The Loans made by such Lender of each Bank shall be evidenced by a single promissory note Note made by each Borrower (including any Qualified Borrower) payable to the order of such Bank for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Borrower Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A, dated, in A hereto with appropriate modifications to reflect the case of (i) any Lender party hereto as fact that it evidences solely Loans of the date relevant type. Upon the execution and delivery of this Agreementany such Note, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new existing Note payable to such Lender Bank shall be replaced or modified accordingly. Each reference in a principal amount equal this Agreement to its Maximum Credit Amount after giving effect the “Note” of such Bank shall be deemed to refer to and include any or all of such increase or decreaseNotes, and otherwise duly completed. as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such replacement Note, such Lender shall return the replaced Note to such Bank. Each Bank shall record the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period type and maturity of each Loan made by it and the date and amount of each Lenderpayment of principal made by the Borrower or Qualified Borrower with respect thereto, and all payments made on account may, if such Bank so elects in connection with any transfer or enforcement of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior 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 any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank to make any such notation recordation or to attach a schedule endorsement shall not affect any Lender’s the obligations of the Borrower or applicable Qualified Borrower hereunder or under the Borrower’s rights or obligations in respect of such Loans or affect Notes. Each Bank is hereby irrevocably authorized by the validity of such transfer by any Lender Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its NoteNote a continuation of any such schedule as and when required. (d) The Committed 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 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than twenty (20) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any one time, of which no more than five (5) Euro-Dollar Groups of Loans may be Alternative Currency Loans with Interest Periods of less than 30 days.

Notes. If requested by a LenderOn the fourth Business Day prior to each Payment Date, the Loans made by Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2009-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2009-1 Notes processed from but not including the Payment Date immediately preceding such Lender Payment Date through such Payment Date and any amounts payable to HVF under any Series 2009-1 Interest Rate Cap during that period in respect of (i) first, (I) first an amount equal to the sum of (A) the Series 2009-1 Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Series 2009-1 Deficiency Amounts payable under clause (ii) below) for such Payment Date (the portion of such amount of Series 2009-1 Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Series 2009-1 Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be evidenced estimated by a single promissory note the Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second, an amount equal to any Indenture Carrying Charges due to the Series 2009-1 Noteholders and unpaid as of such Payment Date which are not included in the definition of Series 2009-1 Monthly Interest, (ii) second, an amount equal to the unpaid Series 2009-1 Deficiency Amounts, if any, as of the Borrower preceding Payment Date (together with any accrued interest on such Series 2009-1 Deficiency Amounts as calculated in substantially accordance with Section 3.3(e)) and (iii) third, an amount equal to the Series 2009-1 Monthly Default Interest Amount, if any, for such Payment Date. On or before 10:00 a.m. (New York City time) on such Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 3.3(a), from the Series 2009-1 Accrued Interest Account and deposit such amounts into the Series 2009-1 Distribution Account. 50 On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit A, dated, in the case of H to this Series Supplement (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwiseeach an “Estimated Interest Adjustment Notice”), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the (i) The Revolving Credit Loans made by such each Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1, dated, in the case of (iA) any Revolving Credit Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (iiB) any other LenderRevolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Revolving Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to the order of such Lender in a principal amount equal to its Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt . (ii) The Term Loans made by each Term Loan Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-2, dated as of (A) the Effective Date or (B) the effective date of an Assignment pursuant to Section 12.04(b), payable to the order of such replacement Note, such Lender shall return the replaced Note to the Borrower. and otherwise duly completed. (iii) The date, amount, Type, Class, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its NoteNotes, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its NoteNotes.

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, (i) as of the date of this Agreement in the case of (i) any Lender party hereto as of the date of this Agreement, Agreement or (ii) as of the Effective Date, and (ii) any other Lender, as effective date of the date such Assignment and Assumption in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the Loans made by such Lender shall each be evidenced by a single promissory note Note of the Borrower in substantially the form for each type of Exhibit ALoan held by such Lender, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and (ii) any other LenderLender that becomes a party hereto in connection with an increase in the Aggregate Revolving Elected Commitments pursuant to Section 2.06(c) or (iii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount (in the case of Revolving Loans) as in effect on such date or Second Out Term Loans or Third Out Term Loans held by such Lender on such date, and otherwise duly completed. In Upon request from a Lender and upon the return of any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, in the event that any such Revolving Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each such Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. Upon request of the Borrower, promptly following Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form.

Notes. If requested by a Lender, (a) Any Bank Party may request that the Loans made by and/or L/C Borrowings of such Lender shall Bank be evidenced by a single promissory note Note payable to the order of such Bank Party for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank Party’s Loans and/or L/C Borrowings. (b) Each Bank Party that has requested that its Loans and/or L/C Borrowings be evidenced by a Note may, by notice to the Borrower and the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans and/or L/C Borrowings. Each such Note shall be in substantially the form of Exhibit A, dated, in A hereto with appropriate modifications to reflect the case of (i) any Lender party hereto as fact that it evidences solely Loans and/or L/C Borrowings of the date relevant Type. Each reference in this Agreement to the “Note” of this Agreementsuch Bank Party shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lendereach Bank Party’s Maximum Credit Amount increases or decreases for any reason (whether Note pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise3.01(b), the Borrower Administrative Agent shall deliver or cause to be delivered, to the extent forward such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completedBank Party. Upon receipt of such replacement Note, such Lender Each Bank Party shall return record the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period type and maturity of each Loan and/or L/C Borrowings made by it and the date and amount of each Lenderpayment of principal made by the Borrower with respect thereto, and all payments made on account may, if such Bank Party so elects in connection with any transfer or enforcement of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan and/or L/C Borrowings then outstanding; provided that the failure of any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure Bank Party to make any such notation recordation or to attach a schedule endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank Party 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 Lender’s or such schedule as and when required. (d) Any note evidencing a Loan (as such term is defined in the Borrower’s rights or obligations in respect Existing Credit Agreement) prior to the Amendment Effective Date may be exchanged upon the request of the relevant Bank made through the Administrative Agent and surrender of such note to the Company through the Administrative Agent, for a Note evidencing the 2014 Loans and the 20152016 Loans into which such Bank’s Loans were converted or affect redesignated on the validity of such transfer by any Lender of its NoteSecond Amendment Effective Date.

Notes. If requested by a Lender, the Loans made by such Lender shall each be evidenced by a single promissory note Note of the Borrower in substantially the form of Exhibit ABorrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and date of this Agreement or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In Upon request from a Lender and upon the return of the Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each such Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed recorded by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. Upon request of the Borrower, promptly following Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form.

Notes. If requested by Upon the request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, (i) as of the date of this Agreement in the case of (i) any Lender party hereto as of the date of this Agreement, (ii) as of the Effective Date, effective date of the Assignment and Assumption in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption and (iiiii) any other Lender, as of the effective date such of the Additional Lender Agreement in the case of any Additional Lender that becomes a party heretoLender pursuant to such Additional Lender Agreement, in each case payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon the request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, and such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.”

Notes. If requested by a Lender, the The Competitive Loans made by such Lender each Competitive Bid Bank shall be evidenced by a single promissory note Competitive Note duly executed on behalf of the Borrower in substantially the form of Exhibit ACompany, dated, in the case of (i) any Lender party hereto as of dated the date of this Agreement, in substantially the form attached hereto as of Exhibit A-1 with the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party heretoblanks appropriately filled, payable to the order of such Lender Competitive Bid Bank in a principal amount equal to its Maximum the Total Commitment. The Revolving Credit Amount Loans made by each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of the Company, dated the date of this Agreement, in substantially the form attached hereto as in effect on such dateExhibit A-2 with the blanks appropriately filled, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, payable to the extent such Lender is then holding a Note and upon the written request order of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender Bank in a principal amount equal to its Maximum the Revolving Credit Amount after giving effect Commitment of such Bank. The outstanding principal balance of each Revolving Credit Loan and each Competitive Loan, as evidenced by the relevant Note, shall be payable on the last day of the Interest Period applicable to such increase or decreaseLoan. Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in Section 3.01 hereof. Each Bank shall, and otherwise duly completed. Upon receipt is hereby authorized by the Company to, endorse on the schedule attached to the relevant Note held by such Bank (or on a continuation of such replacement Note, schedule attached to each such Lender shall return Note and made a part thereof) an appropriate notation evidencing the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period Borrowing Date and amount of each Loan of such Bank, each payment or prepayment (including any deemed repayment pursuant to Section 2.07 hereof) of principal of any Loan and the other information provided for on such schedule; PROVIDED, HOWEVER, that the failure of any Bank to make such a notation or any error therein shall not in any manner affect the obligation of the Company to repay the Loans made by each Lender, and all payments made on account such Bank in accordance with the terms of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its relevant Note.

Notes. If requested by a Lender, Any Lender may request that the Loans made by such Lender shall it be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), upon the request of such Lender, the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt completed and, upon request of such replacement Notethe Borrower, such Lender shall promptly return the replaced Note to the BorrowerBorrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by Upon request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, and (i) in the case of (i) any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the Effective Datedate of this Agreement, and or (ii) in the case of any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment pursuant to Section 2.06(c), as of the effective date of such Lender becomes a party heretoincrease, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Commitment after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by Upon request of a Lender, the Loans made by such Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, and (i) in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, such Note shall be dated as of the date such of this Agreement or (ii) in the case of any Lender that becomes a party heretohereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, in each case, payable to such Lender in a principal amount equal to its Maximum Credit Amount Loan as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount Loan increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount Loan after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall against return the replaced Note to the BorrowerBorrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by a Lender, the The Loans made by such each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AA-1, with respect to Revolving Loans, and Exhibit A-2 with respect to Term Loans, as applicable. Each such Note shall be dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Datedate of this Agreement, and or (ii) any other LenderLender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date such Lender becomes a party heretoof the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount Commitment, its Term Loan Commitment as in effect on such date, and otherwise duly completed. In the event that If any Revolving Lender’s Maximum Credit Amount 's Commitment increases or decreases for any reason (whether pursuant to Section 2.062.05, Section 2.09, Section 12.04(b13.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, delivered on the effective date of such increase or decrease, a new Note payable to the order of such Revolving Lender in a principal amount equal to its Maximum Credit Amount Commitment, after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s 's or the Borrower’s 's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. If requested by (a) Upon request from a Lender, the Revolving Credit Loans made by of such Lender shall be evidenced by a single promissory note Revolving Credit Note payable to the order of such Lender for the account of its Lending Office in an amount equal to the original principal amount of such Lender's Revolving Credit Commitment. (b) Upon request from the Swing Line Lender, the Swing Line Loans made by the Swing Line Lender to the Borrower shall be evidenced by a single Swing Line Note payable to the order of the Swing Line Lender. (c) Upon receipt of any Notes pursuant to Section 4.01, the Administrative Agent shall deliver such Notes to such Lender. Each Lender shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, Currency of, and effective interest rate for, each Revolving Credit Loan, made by it, the date and amount of each payment of principal made by the Borrower in substantially the form of Exhibit A, datedwith respect thereto and whether, in the case of such Lender's Revolving Credit Note, such Revolving Credit Loan, is a Base Rate Loan or Eurocurrency Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Lender's Notes; provided that the failure of any Lender to make, or any error in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) Upon receipt of (i) an affidavit of an officer of any Lender party hereto as to the loss, theft, destruction or mutilation of the date any of this Agreement, as its Notes or any other security document held by such Lender that is not of the Effective Date, public record and (ii) any other Lender, as appropriate indemnification of the date such Lender becomes a party hereto, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases Borrower for any reason (whether pursuant loss it may suffer with respect to Section 2.06any such Note or security document, Section 2.09and, Section 12.04(b) in the case of any such loss, theft, destruction or otherwise)mutilation, upon cancellation of such Note or other security document, the Borrower shall deliver or cause to be deliveredwill issue, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decreasein lieu thereof, a new Note payable to such Lender replacement note or other security document in a the same principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notelike tenor.

Notes. If requested by a Lender, the (a) The Syndicated Loans made by such Lender each Bank shall be evidenced by a single promissory note (a "Syndicated Note") of the Borrower Company substantially in substantially the form of Exhibit AA-1 hereto, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of dated the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to such Lender Bank in a principal amount equal to the amount of its Maximum Credit Amount Commitment as originally in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender, on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the replaced Note to the Borrower. The date, amount, Typetype, interest rate and, if applicable, Interest Period and maturity date of each Syndicated Loan made by each LenderBank to the Company, and all payments each payment made on account of the principal thereof, shall be recorded by such Lender Bank on its books for its Note, and, prior to any transfertransfer of such Note held by it, may be endorsed by such Lender Bank on a the schedule attached to such Note or any continuation thereof or on thereof. The failure of any separate record maintained by such Lender. Failure Bank to make any such notation or to attach entry or any error in such a schedule notation or entry shall not not, however, limit or otherwise affect any Lender’s obligation of the Company under this Agreement or the Borrower’s rights or obligations Notes. (b) The Money Market Loans made by any Bank shall be evidenced by a single promissory note (a "Money Market Note") of the Company substantially in respect the form of Exhibit A-2 hereto, dated the date of the delivery of such Loans or affect Note to Chase under this Agreement, payable to such Bank and otherwise duly completed. The date, amount, interest rate and 9 14 maturity date of each Money Market Loan made by each Bank to the validity Company, and each payment made on account of the principal thereof, shall be recorded by such Bank on its books and, prior to any transfer of such Note held by it, endorsed by such Bank on the schedule attached to such Note or any continuation thereof. The failure of any Bank to make any notation or entry or any error in such a notation or entry shall not, however, limit or otherwise affect any obligation of the Company under this Agreement or the Notes. (c) The Loans made by the Swingline Bank shall be evidenced by a single promissory note (a "Swingline Note") of the Company substantially in the form of Exhibit A-3 hereto, dated the Effective Date, payable to the Swingline Bank in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed. The date, amount, type, interest rate and maturity date of each Swingline Loan made by the Swingline Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of such Note held by it, endorsed by the Swingline Bank on the schedule attached to such Note or any Lender continuation thereof. The failure of its Notethe Swingline Bank to make any notation or entry or any error in such a notation or entry shall not, however, limit or otherwise affect any obligation of the Company under this Agreement or the Notes.