Common use of Notes Clause in Contracts

Notes. (a) If requested by any Bank, the Revolving Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note of Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

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

Notes. (a) If requested by any Bank, the Revolving Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note of Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the The Revolving Loans made by each Revolving Lender shall at the request of such Bank to Borrower shall Revolving Lender be evidenced by a Revolving Credit Note single promissory note of the Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference hereto, dated (with appropriate insertionsa) (collectivelythe Closing Date, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested the effective date of an Assignment pursuant to Section 12.06(b) or (c) the effective date that any Revolving Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.03(d), in each case, payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount as in effect and otherwise duly completed. The Swingline Loans made by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note single promissory note of the Borrower in substantially the form of Exhibit A-2 hereto, dated the Closing Date and payable to the order of the Swingline Bank Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the Sublimit. The date, amount, Type and Type, interest rate and, if applicable, Interest Period (if any) of each Revolving Loan made by it to Borrower each Revolving Lender, and all payments made on account of the date principal thereof, shall be recorded by such Revolving Lender on its books for its Revolving Note. The date, amount and amount interest rate of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Swingline Loan made by a Bank to Borrower under this Agreement the Swingline Lender, and all payments made on account of the principal thereof, shall be absolute and unconditional, notwithstanding any failure of such Bank recorded by the Swingline Lender on its books for the Swingline Note. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable notation or to become due and payable from Borrower to each Bank hereunder attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank Loans or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by such Bank in accordance with the terms any Lender of this Agreementits Note.

Notes. (ai) If requested The Three-Year Facility Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Three-Year Facility Revolving Credit Commitment, each of which Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein Loans made by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its 364-Day Facility Revolving Credit Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (cb) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan made by it each Lender to Borrower the Company, and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, PROVIDED that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any mistake by amount owing hereunder or under such Bank Note in respect of such Loans. (c) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such recordation. The books Lender's relevant Commitment, Loans and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register Note pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) 12.7 hereof (and, if consistent with requested by any Lender, the entries of the Administrative Agent, Section 2.03(dCompany agrees to so exchange any Note)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

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

Notes. (a) If requested All Revolving Credit Loans made by any Bank, the each Revolving Loans of such Bank to Borrower Credit Lender under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single Revolving Credit Note of the Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto C-1 hereto, in each case duly completed, dated the date of this Agreement, and incorporated herein by reference (with appropriate insertions) (collectivelypayable to such Revolving Credit Lender for the account of its applicable Lending Office, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any such Revolving Credit Note issued in full or partial replacement to represent the obligation of an existing the Borrower to repay the Revolving Credit Note as a result of an assignment Loans made by a Bank), the “such Revolving Credit Notes”). (b) If requested Lender. All Term Loans made by the Swingline Bank, the Swingline Loans each Term Loan Lender under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Swingline Credit single Term Loan Note of the Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto C-2 hereto, in each case duly completed, dated the date of this Agreement, and incorporated herein by reference (payable to such Term Loan Lender for the “Swingline Note”). (c) Each Bank shall record in account of its books and records applicable Lending Office, such Term Loan Note to represent the date, amount, Type and Interest Period (if any) obligation of each Loan the Borrower to repay the Term Loans made by such Term Loan Lender. Each Lender is hereby authorized by the Borrower to endorse on the schedule attached to the Note or Notes held by it to Borrower the amount and the date type of such applicable Loan and amount of each renewal, conversion, and payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake amount received by such Bank in connection with any such recordation. The books and records of each Bank showing applicable Lender for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its applicable Lending Office on account of its applicable Loans, which endorsement shall, in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, conclusive as to the extent permitted outstanding balance of such Loans made by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedsuch Lender; provided, however, that the failure to make such notation with respect to any Loan or renewal, conversion, or payment shall not limit or otherwise affect the obligations of any Bank the Borrower under this Agreement or the Administrative Agent to maintain such account, such Register Note or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower Notes held by such Bank in accordance with Lender. All Revolving Credit Loans shall be repaid on the terms of this AgreementRevolving Credit Termination Date, and all Term Loans shall be repaid on the Term Loan Maturity Date.

Notes. (a) If requested by any Bank, the Revolving The Syndicated Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Syndicated Loan Note of Borrower payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit 's Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Money Market Loans made by any Bank to the Swingline Bank, the Swingline Loans Borrower shall be evidenced by a Swingline Credit single Money Market Loan Note of Borrower payable to the order of such Bank for the Swingline Bank account of its Lending Office in a principal an amount equal to 50% of the Swingline Commitment, which Swingline Note shall be in substantially original principal amount of the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 4.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records schedules of each Bank showing the account between such Bank and Borrower Bank's Notes shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), respective principal amounts owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Notes; provided, however, provided that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablemake, or any error thereinin making, any such recordation or endorsement shall not in any manner affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to repay assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (with applicable interestd) In the Loans made event of loss, theft, destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Borrower will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to Borrower by such Bank in accordance with Note and dated as of the terms date of this Agreementsuch Note.

Notes. (a) If requested by any Banka Lender, the Revolving Loans of such Bank to Borrower Lender shall be evidenced by a Revolving Credit Note separate revolving promissory notes of Borrower payable to in favor of the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be Lenders in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any “Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a BankLoan Notes”), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Term Loans of such Lender shall be evidenced by a Swingline Credit Note separate term promissory notes of Borrower payable to the order in favor of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be Term Lenders in substantially the form of Exhibit A-2 attached hereto (“Term Loan Notes”), and incorporated herein the Swing Line Loans of such Lender shall be evidenced by reference the Swing Line Note in substantially the form of Exhibit A-3 hereto (the “Swingline Swing Line Note”). , each initially dated as of even date with this Agreement and completed with appropriate insertions (c) Each Bank collectively, the Revolving Loan Notes, the Term Loan Notes, the Swing Line Note, any substitute or replacement notes therefor and any new Revolving Loan Notes or Term Loan Notes issued in connection with the increase of the Revolving Commitment or the Term Commitment, or both, pursuant to §2.9 of this Agreement, the “Notes”). A Revolving Loan Note shall record be payable to each Revolving Lender in its books and records the dateprincipal face amount equal to such Lender’s Revolving Commitment, amountor, Type and Interest Period (if any) less, the outstanding amount of each Loan all Revolving Loans made by it such Lender, plus interest accrued thereon, as set forth below. A Term Loan Note shall be payable to Borrower and each Lender in the date and principal face amount equal to such Lender’s Term Commitment, or, if less, the outstanding amount of each all Term Loans made by such Lender, plus interest accrued thereon, as set forth below. The Swing Line Note shall be payable to the Swing Line Lender in the principal face amount equal to the Swing Line Commitment, or, if less, the Outstanding amount of all Swing Line Loans made by Swing Line Lender, plus interest accrued thereon, as set forth in §2.1(c)(ii). Each such Note shall be issued by Borrower to the applicable Lender and shall be duly executed and delivered by an authorized officer of Borrower. Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that an appropriate notation on Agent’s Record reflecting the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure making of such Bank to make any Loan or the receipt of such recordation or any mistake by such Bank in connection with any such recordationpayment. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence Outstanding amount of the items Loans set forth therein in the absence of manifest error. (d) The Administrative Agent on Agent’s Record shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence principal amount thereof owing and amounts of the obligations of Borrower therein recorded; providedunpaid to each Lender, however, that but the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablerecord, or any error thereinin so recording, any such amount on Agent’s Record shall not in any manner limit or otherwise affect the obligation obligations of Borrower Borrower, hereunder or under any Note to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms make payments of this Agreementprincipal of or interest on any Note when due.

Notes. (a) If requested The Tranche A Loans made by any BankLender to Borrowers hereunder, the Revolving Loans of such Bank to Borrower if any, shall be evidenced by one or more promissory notes of Borrowers, substantially in the form of Exhibit A attached hereto and made a Revolving Credit Note of Borrower part hereof, with appropriate insertions, payable to the order of such Bank Lender and in a principal amount equal in aggregate to the amount of such Bank’s Revolving Credit CommitmentTranche A Maximum Amount (as amended, each of which Revolving Credit Notes endorsed, renewed, extended, or otherwise modified from time to time, the “Tranche A Notes”) and the Tranche B Loans made by Lender to Borrowers hereunder, if any, shall be evidenced by one or more promissory notes of Borrowers, substantially in substantially the form of Exhibit A-1 B attached hereto and incorporated herein by reference (made a part hereof, with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank Lender and in a principal amount equal in aggregate to the Swingline CommitmentTranche B Maximum Amount (as amended, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (endorsed, renewed, extended, or otherwise modified from time to time, the “Swingline Tranche B Notes;” and together with the Tranche A Notes, the “Notes;” and individually, a “Note”). (c) Each Bank shall . Lender is hereby authorized to record in its books the date and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower Borrowers, if any, and the date and amount of each payment or prepayment of principal and/or interest made thereof by Borrower with respect thereto; providedBorrowers, howeverand such recordation may be evidenced by Lender’s internal records, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, recordation shall not in any manner affect Borrowers’ obligations hereunder or under the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower Note executed by such Bank in accordance with the terms of this AgreementBorrowers.

Notes. (a) If requested The obligation of Borrower to repay the Loans made by any Bank, each Lender and to pay interest thereon at the Revolving Loans of such Bank to Borrower rates provided herein shall be evidenced by a Revolving Credit Note promissory note in the form of Borrower Exhibit D (individually, a "Note") which note shall be (i) payable to the order of such Bank Lender, (ii) in a principal amount equal to the amount of such Bank’s Revolving Credit Lender's Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. Borrower authorizes each of which Revolving Credit Notes shall be in substantially Lender to record on the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time schedule annexed to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit such Lender's Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Loan made by such Lender and of each payment or prepayment of principal and/or interest thereon made by Borrower with respect theretoBorrower, and agrees that all such notations shall constitute prima facie evidence of the matters noted; provided, however, that the obligation of Borrower to repay each Loan made any failure by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation notation shall not affect the Obligations. Borrower further authorizes each Lender to attach to and make a part of such Lender's Note continuations of the schedule attached thereto as necessary. If, because any Lender designates separate Applicable Lending Offices for Base Rate Loans or any mistake by LIBOR Loans, such Bank in connection with any Lender requests that separate promissory notes be executed to evidence separately such recordation. The books and records of Loans, then each Bank showing the account between such Bank and Borrower note shall be conclusive evidence of the items set forth therein in the absence form of manifest error. (d) The Administrative Agent shall maintain the Register pursuant Exhibit D, mutatis mutandis to Section 9.09(h)reflect such division, and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (iw) date, amount, Type and Interest Period (if any) payable to the order of each such LoanLender, (iix) in the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan Lender's Commitment, (y) dated the Closing Date and (iiiz) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) otherwise appropriately completed. Such notes shall, to the extent permitted by applicable lawcollectively, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementconstitute a Note.

Notes. (a) If requested by any Bank, the Revolving The Syndicated Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Syndicated Loan Note of Borrower payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit 's Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline . The Swing Loans shall be evidenced by a Swingline Credit single Swing Loan Note of Borrower payable to the order of Wachovia in the Swingline original principal amount of $5,000,000. Loans outstanding under the Original Agreement on the Closing Date shall be deemed to have been made hereunder and shall be evidenced by the Notes. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to 50% of the Swingline Commitment, which Swingline Note shall be in substantially original principal amount of the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)aggregate Commitments. (c) Upon receipt of each Bank's Syndicated Loan Notes, Wachovia's Swing Loan Note and each Bank's Money Market Loan Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Syndicated Loan Notes to such Bank, the Swing Loan Note to Wachovia and such Money Market Loan Notes to such Bank. Each Bank Bank, as to the Syndicated Loans or the Money Market Loans (or Wachovia, as to the Swing Loans), shall record in record, and prior to any transfer of its books and records Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period effective interest rate for, each Syndicated Loan or Money Market Loan (if anyor Swing Loan) of each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto, and such schedules of each such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note) shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note); provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such any Bank (or Wachovia) to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, endorsement shall not in any manner affect the obligation of the Borrower hereunder or under the Syndicated Loan Notes or the Money Market Loan Notes (or Swing Loan Note) or the ability of any Bank to repay assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with applicable interestrespect to the Swing Loan) is hereby irrevocably authorized by the Loans made Borrower so to Borrower by endorse its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) and to attach to and make a part of any Syndicated Loan Note or Money Market Loan Note (or Swing Loan Note) a continuation of any such Bank in accordance with the terms of this Agreementschedule as and when required.

Notes. (a) If requested by any At the request of such Bank, the Revolving Loans of such Ratable Loan made by each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note single promissory note of Borrower payable to in the order form of such Bank EXHIBIT B duly completed and executed by Borrower, in a the principal amount equal to the amount of such Bank’s Revolving Credit Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, renewed or restated from time to time, including any new or replaced (includingsubstitute notes pursuant to Section 2.19, without limitation3.07 or 12.05, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit NotesRatable Loan Note”). (b) If requested by . The Bid Rate Loans of the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and executed by Borrower, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated. The outstanding principal amount of Borrower each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the order Bank making such Bid Rate Loan at the earlier of the Swingline expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank in a principal amount equal is hereby authorized by Borrower to endorse on the schedule attached to the Swingline CommitmentRatable Loan Note held by it, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower advance and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error. (d) The , be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from Borrower in or any Bank to make such notations with respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower therein recorded; provided, however, that under this Agreement or the failure Notes. In case of any loss, theft, destruction or mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such Bank as to such loss, theft, destruction or the Administrative Agent mutilation and an appropriate indemnification, execute and deliver a replacement Note to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms same principal amount and otherwise of this Agreementlike tenor as the lost, stolen, destroyed or mutilated Note.

Notes. (a) If requested by any Banka Lender, the Revolving Loans of such Bank to Borrower made by each Lender shall be evidenced by a Revolving Credit Note 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 date of this Agreement, (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption or (iii) any Lender that becomes a party hereto 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 the order of such Bank Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the amount of such Bankevent that any Lender’s Revolving Maximum Credit CommitmentAmount increases or decreases for any reason (whether pursuant to Section 2.06, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertionsSection 12.04(b) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bankotherwise), the “Revolving Credit Notes”). (b) If requested by Borrower shall deliver or cause to be delivered, to the Swingline Bankextent such Lender is then holding a Note, on the Swingline Loans shall be evidenced by effective date of such increase or decrease, a Swingline Credit new Note of Borrower payable to the order of the Swingline Bank such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed and such Lender shall promptly return to the Swingline Commitment, which Swingline Borrower the previously issued Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein held by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the such Lender. The date, amount, Type and Type, interest rate and, if applicable, Interest Period (if any) of each Loan made by it to Borrower each Lender, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books for its Note, notwithstanding and, prior to any failure of transfer, may be endorsed by such Bank 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 recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable notation or to become due and payable from Borrower to each Bank hereunder attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank Loans or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by such Bank in accordance with the terms any Lender of this Agreementits Note.

Notes. (a) If requested by any Bank, the Revolving Loans of such Bank to any Borrower shall be evidenced by a Revolving Credit Note of such Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), ) the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Credit Note of such Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the The Syndicated Revolving Credit Loans of such each Bank to Borrower shall be evidenced by a single Syndicated Revolving Credit Note of Borrower payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s 's Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Money Market Loans made by any Bank to the Swingline Bank, the Swingline Loans Borrower shall be evidenced by a Swingline Credit single Money Market Note of Borrower payable to the order of such Bank for the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form account of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)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 an amount equal to the original principal amount of such Bank's Term Loan Commitment. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Syndicated Revolving Credit Loan, Money Market Loan or Term Loan, as the case may be, made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; providedthereto and whether, however, that in the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure case of such Bank to make any Bank's Syndicated Revolving Credit Note or Term Loan Note, such recordation Syndicated Revolving Credit Loan or any mistake by Term Loan, as the case may be, is a Base Rate Loan or Euro-Dollar Loan, and such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower schedule shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), principal amount owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Notes; provided, however, provided that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablemake, or any error thereinin making, any such recordation or endorsement shall not in any manner affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to repay (with applicable interest) assign its Notes. Each Bank is hereby irrevocably authorized by the Loans made Borrower so to Borrower by endorse its Notes and to attach to and make a part of any Note a continuation of any such Bank in accordance with the terms of this Agreementschedule as and when required.

Notes. (a) If requested The Syndicated Loans made by any Bank, the Revolving Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit Note single promissory note (a "Syndicated Note") of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the Effective Date, payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitmentits Commitment as originally in effect and otherwise duly completed. The date, amount, type, interest rate and maturity date of each Syndicated Loan made by each Bank to the Company, and each payment made on account of which Revolving Credit Notes 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 substantially such a notation or entry shall not, however, limit or otherwise affect any obligation of the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as Company under this Agreement or the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Money Market Loans made by the Swingline Bank, the Swingline Loans any Bank shall be evidenced by a Swingline Credit single promissory note (a "Money Market Note") of the Company substantially in the form of Exhibit A-2 hereto, dated the date of the delivery of such Note of Borrower 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 order 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, which Swingline Note shall be Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the otherwise duly completed. The date, amount, Type type, interest rate and Interest Period (if any) maturity date of each Swingline Loan made by it the Swingline Bank to Borrower the Company, and the date and amount of each payment made on account of the principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by the Swingline Bank on its books and, notwithstanding prior to any transfer of such Note held by it, endorsed by the Swingline Bank on the schedule attached to such Note or any continuation thereof. The failure of such the Swingline Bank to make any such recordation notation or entry or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower a notation or entry shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; providednot, however, that limit or otherwise affect any obligation of the failure of any Bank Company under this Agreement or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested by any Bank, the Revolving The Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Note of made by each Borrower (including any Qualified Borrower) payable to the order of such Bank in a principal amount equal for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the amount Borrower and the Administrative Agent, request that its Loans of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced a particular type (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall and Money Market Loans) be evidenced by a Swingline Credit separate Note of Borrower payable to the order of the Swingline Bank in a principal an amount equal to the Swingline Commitmentaggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, which Swingline 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 Borrower. Each such Note shall be in substantially the form of Exhibit A-2 attached A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and incorporated herein by delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference (in this Agreement to the “Swingline Note”)” of such Bank shall be deemed to refer to and include any or all of such Notes, 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 Note to such Bank. Each Bank shall record in its books and records the date, amount, Type type and Interest Period (if any) maturity of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such any Bank to make any such recordation or any mistake endorsement shall not affect the obligations of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by such Bank in connection with the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such recordation. The books schedule as and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorwhen required. (d) The Administrative Agent Committed Loans shall maintain the Register pursuant to Section 9.09(h)mature, and a subaccount for each Bankthe 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 which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofaccordance with Section 2.3(b)(iii). (e) The entries made Each Money Market Loan included in any Money Market Borrowing shall mature, and the booksprincipal amount thereof shall be due and payable, records and Register and subaccounts maintained pursuant together with accrued interest thereon, on the earlier to Section 2.03(coccur of (i) (and, if consistent with the entries last day of the Administrative Agent, Section 2.03(d)) shall, Interest Period applicable to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank such Borrowing or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interestii) the Maturity Date. (f) There shall be no more than fifteen (15) Euro-Dollar Groups of Loans made to Borrower by such Bank in accordance with the terms of this Agreementand no more than ten (10) Money Market Loans outstanding at any one time.

Notes. (a) If Unless otherwise requested by any a Bank, the Revolving any Ratable Loans of such and Swingline Loans made by each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note promissory note of Borrower payable to in the order form of such Bank EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to the amount of such Bank’s Revolving Credit Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or replaced (including12.05, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit NotesRatable Loan Note”). (b) If requested by . The Bid Rate Loans of the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit Note single global promissory note of Borrower in the form of EXHIBIT C, duly completed and executed by Borrower, in the principal amount of Six Hundred Twenty Five Million Dollars ($625,000,000), subject to adjustment pursuant to Sections 2.16(a) and (c), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, or, in the case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be accelerated in accordance with this Agreement. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the order Bank making such Bid Rate Loan at the earlier of the Swingline expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank in a principal amount equal is hereby authorized by Borrower to endorse on the schedule attached to the Swingline CommitmentRatable Loan Note held by it, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower advance, and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error. (d) The , be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in under this Agreement or the booksNotes. In connection with a Refinancing Mortgage, records and Register and subaccounts maintained pursuant Borrower shall deliver to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shalla mortgage note, payable to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to maintain the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such account, such Register or such subaccountmortgage notes, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementcontext may require.

Notes. (a) If requested The Ratable Loan made by any Bank, the Revolving Loans of such each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note promissory note of Borrower payable to in the order form of such Bank EXHIBIT C-1 hereto duly completed and executed by Borrower, in a the principal amount equal to the amount of such Bank’s Revolving Credit 's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or replaced (including12.05, without limitation, any Revolving Credit Note issued in full or partial replacement a "Ratable Loan Note"). The Bid Rate Loans of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit Note single global promissory note of Borrower in the form of EXHIBIT C-2 hereto, duly completed and executed by Borrower, in the principal amount of One Hundred Fifty Million Dollars ($150,000,000), payable to the order Administrative Agent for the account of the Swingline Bank respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note". A particular Bank's Ratable Loan Note, together with its interest, if any, in a the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated or extended. The outstanding principal amount equal of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Swingline CommitmentBank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, which Swingline Note shall as the same may be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) accelerated or extended. Each Bank shall record in its books and records is hereby authorized by Borrower to endorse on the dateschedule attached to the Ratable Loan Note held by it, amount, Type and Interest Period (if any) the amount of each Loan made by it to Borrower advance, and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error. (d) , be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. The Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from Borrower in or any Bank to make such notations with respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower therein recorded; provided, however, that the failure of any Bank under this Agreement or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. Borrower shall execute and deliver on the Closing Date (i) to each Lender (a) If requested by any Bank, the Revolving Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Term Loan Note of Borrower payable to the order of such Bank substantially in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached V annexed hereto to evidence that Lender's Term Loan, in the principal amount of that Lender's Term Loan and incorporated herein by reference (with other appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). and (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Revolving Note of Borrower payable to the order of the Swingline Bank substantially in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached VI annexed hereto and incorporated herein by reference (to evidence that Lender's Revolving Loans, in the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and principal amount of each payment that Lender's Revolving Loan Commitment and with other appropriate insertions, and (ii) to Swing Line Lender (or to Administrative Agent for Swing Line Lender) a Swing Line Note substantially in the form of Exhibit VII annexed hereto to evidence Swing Line Lender's Swing Line Loans, in the principal and/or interest made amount of the Swing Line Loan Commitment and with other appropriate insertions. Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Borrower with respect thereto; providedAdministrative Agent as provided in subsection 10.1B(ii). Any request, howeverauthorization or consent of any Person who, that at the obligation time of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalmaking such request or giving such authority or consent, notwithstanding is the holder of any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower Note shall be conclusive evidence and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in exchange therefor. If Borrower increases the aggregate principal amount of the items set forth therein in the absence of manifest error. Revolving Loan Commitments pursuant to subsection 2.1A(iv), Borrower shall issue (da) The replacement Revolving Notes to each Increasing Lender, and (b) new Revolving Notes to each New Lender (or to Administrative Agent shall maintain the Register pursuant to Section 9.09(hfor such New Lender), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the The Revolving Credit Loans of such Bank each Lender to Borrower shall be evidenced evidenced, respectively, by a Revolving Credit Note of Borrower payable to the order of such Bank Lender in a principal amount amounts equal to the amount of such BankLender’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 B attached hereto and incorporated herein by reference (with appropriate insertions) insertions (the “Revolving Credit Note” and, collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a BankLender), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline The Swing Line Loans of U.S. Bank to Borrower shall be evidenced by a Swingline Credit Swing Line Note of Borrower payable to the order of the Swingline U.S. Bank in a principal amount equal to the Swingline amount of the Swing Line Commitment, which Swingline Swing Line Note shall be in substantially the form of Exhibit A-2 C attached hereto and incorporated herein by reference (with appropriate insertions) (as the same may from time to time be amended, modified extended, renewed or restated, the “Swingline Swing Line Note”). (c) Each Bank Lender shall record in its books and records the date, amount, Type type and Interest Period (if any) maturity of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank Lender in connection with any such recordation. The books and records of each Bank Lender showing the account between such Bank Lender and Borrower shall be be, to the extent they are made in accordance with the terms of the Transaction Documents, conclusive evidence of the items set forth therein in the absence of manifest demonstrable error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the Revolving The Committed Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to the order of the Lenders, dated as of the date hereof, and for each Lender in the face amount of such Lender's Commitment (the "Committed Loan Notes"). The Competitive Bid Loan made by each Lender shall be evidenced by promissory notes of the Borrower, substantially in the form of Exhibit B hereto, with appropriate insertions, payable to the order of such Bank Lender, dated as of the date hereof and in a principal amount equal to the face amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference Total Commitment (the “Swingline Note”"Competitive Bid Loan Notes"). (c) . Each Bank shall Lender is hereby authorized to record in its books the date and records the date, amount, Type and Interest Period (if any) amount of each Loan made by Committed Loans it to Borrower makes and the date and amount of each payment of principal and/or and interest made by Borrower with respect thereto; provided, however, that thereon on a schedule annexed to its Committed Loan Note or maintained in connection therewith. Each Lender is hereby authorized to record the obligation date and amount of Borrower to repay each Competitive Bid Loan made by such Lender, the maturity date thereof, the date and amount of each payment of principal and interest thereon and the interest rate with respect thereto on a Bank schedule annexed to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any its Competitive Bid Loan Note or maintained in connection therewith. Any such recordation or by any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower Lender shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be constitute prima facie evidence of the existence and amounts accuracy of the obligations of Borrower therein information so recorded; provided, however, that the failure of to make any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, recordation or any error therein, in any such recordation shall not in any manner affect the obligation obligations of the Borrower to repay (with applicable interest) hereunder, under the Loans made to Borrower by such Bank in accordance with Committed Loan Notes, or under the terms of this AgreementCompetitive Bid Loan Notes.

Notes. (a) If requested The Facility A Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of the Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference hereto, dated (with appropriate insertionsi) the Closing Date or (collectively, as ii) the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement effective date of an existing Revolving Credit Note as a result of an assignment by a BankAssignment pursuant to Section 12.06(b), payable to the “Revolving Credit Notes”order of such Lender in a principal amount equal to its Percentage Share of the Aggregate Facility A Commitments as in effect on the date of issue and otherwise duly completed and such substitute Notes as required by Section 12.06(b). (b) If requested The Facility B Loans made by the Swingline Bank, the Swingline Loans First Union shall be evidenced by a Swingline Credit Note of Borrower payable to the order single promissory note of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be Borrower in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (dated the “Swingline Note”)Closing Date payable to the order of First Union. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan The Facility C Loans made by it each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-3 hereto dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Borrower and Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Percentage Share of the Aggregate Facility C Commitments as in effect on the date of issue and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorotherwise duly completed. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type Type, interest rate and Interest Period (if any) of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such LoanLender on its books for its Notes, (ii) the amount of and, prior to any principal transfer, may be endorsed by such Lender on schedules attached to such Notes or interest due and payable any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to become due and payable from Borrower to each Bank hereunder attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank Loans or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by such Bank in accordance with the terms any Lender of this Agreementits Notes.

Notes. (a) If requested The Competitive Loans made to the Company by any Bank, the Revolving Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Competitive Note duly executed on behalf of Borrower the Company, dated the Effective Date, in substantially the form attached hereto as Exhibit D-1, with the blanks appropriately filled, payable to the order of such Bank in a principal amount equal to the aggregate outstanding principal amount of all Competitive Loans made by such Bank’s Revolving Credit Commitment, Bank to the Company. The Standby Loans made to the Company by each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans Bank shall be evidenced by a Swingline Credit single Standby Note duly executed on behalf of Borrower the Company, dated the Effective Date, in substantially the form attached hereto as Exhibit D-2, with the blanks appropriately filled, payable to the order of the Swingline such Bank in a principal amount equal to the Swingline Commitmentaggregate outstanding principal amount of all Standby Loans made by such Bank to the Company. The outstanding principal balance of each Competitive Loan and Standby Loan, which Swingline as evidenced by the relevant Note, shall be payable on the last day of the Interest Period applicable to such Loan. Each Note shall be bear interest from the date thereof on the outstanding principal balance thereof as set forth in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Section 2.09. Each Bank shall shall, and is hereby authorized by the Company to, endorse on the schedule attached to the relevant Note held by such Bank or on a continuation thereof or otherwise record in its books and internal records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and an appropriate notation evidencing the date and amount of each Competitive Loan or Standby Loan, as applicable, of such Bank, each payment or prepayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation Competitive Loan or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h)Standby Loan, as applicable, and a subaccount the other information provided for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each on such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedschedule; provided, however, that the failure of any Bank or the Administrative Agent to maintain make such account, such Register or such subaccount, as applicable, a notation or any error therein, therein shall not in any manner affect the obligation of Borrower the Company to repay (with applicable interest) the Competitive Loans or Standby Loans, as applicable, made to Borrower by such Bank in accordance with the terms of the relevant Note and this Agreement.

Notes. (a) If requested The Committed Loans made by any Bank, the Revolving Loans of such Bank each Lender to Borrower an Obligor shall be evidenced by a Revolving Credit Note single promissory note of Borrower such Obligor in substantially the form of Exhibit A, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, payable to the order of such Bank Lender in a principal amount equal to its Commitment and otherwise duly completed. The date, amount, Type, interest rate and Interest Period, if any, of each Committed 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 Committed Note, and, prior to any transfer, endorsed by such Lender on the schedule attached to such Committed Note or any continuation thereof. Failure to make any such notation shall not affect the Obligor's obligations in respect of such Loans, or affect the validity of such transfer by any Lender of such Note. (b) The Competitive Loans made by each Lender to an Obligor shall be evidenced by a single promissory note of such Obligor in substantially the form of Exhibit B, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, payable to the order of such Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto Aggregate Commitments and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the otherwise duly completed. The date, amount, Type Type, interest rate and Interest Period (if any) of each Competitive Loan made by it to Borrower each Lender, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books for its Competitive Note, notwithstanding and, prior to any failure of transfer, endorsed by such Bank Lender on the schedule attached to such Competitive Note or any continuation thereof. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder Obligor's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicableLoans, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by any Lender of such Bank in accordance with the terms of this AgreementNote.

Notes. (a) If requested by any BankThe Borrower's obligation to pay the principal of, the Revolving and interest on, each Lender's Loans of such Bank to Borrower shall be evidenced by (i) in the case of such Lender's Term Loans, a promissory note (as the same may be amended, restated, supplemented or otherwise modified from time to time, a "TERM NOTE") duly executed and delivered by the Borrower substantially in the form of Exhibit A hereto in a principal amount equal to such Lender's Term Loan with blanks appropriately completed in conformity herewith and (ii) in the case of such Lender's Revolving Credit Loans, a promissory note (as the same may be amended, restated, supplemented or otherwise modified from time to time, a "REVOLVING NOTE") duly executed and delivered by the Borrower substantially in the form of Exhibit B hereto in a principal amount equal to such Lender's Revolving Loan Commitment, with blanks appropriately completed in conformity herewith. Each Note of Borrower issued to a Lender shall (x) be payable to the order of such Bank in a principal amount equal to Lender, (y) be dated the amount of date such Bank’s Note was issued, and (z) mature on the Term Loan Maturity Date or the Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelyLoan Maturity Date, as the same case may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)be. (b) If requested by Each Lender is hereby authorized, at its option, either (i) to endorse on the Swingline Bank, schedule attached to its Revolving Note (or on a continuation of such schedule attached to such Revolving Note and made a part thereof) an appropriate notation evidencing the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal date and amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Revolving Loan made by it to Borrower evidenced thereby and the date and amount of each principal and interest payment of principal and/or interest made by Borrower with in respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) to record such Revolving Loans and such payments in its books and records. Such schedule or such books and records, as the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the bookscase may be, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be shall constitute prima facie evidence of the existence and amounts accuracy of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error information contained therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested Any Lender may request that Loans made by any Bank, the Revolving Loans of such Bank to Borrower shall it be evidenced by a Revolving Credit Note of single promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender in substantially the order form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to such Bank Lender in a principal amount equal to the amount of its Maximum Credit Amount as in effect on such Bankdate, and otherwise duly completed. If any Lender’s Revolving Maximum Credit CommitmentAmount is decreased for any reason (whether pursuant to Section 2.06, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertionsSection 12.04(b) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bankotherwise), the “Revolving Credit Notes”). (b) If requested by Borrower shall upon request deliver or cause to be delivered on the Swingline Bankeffective date of such decrease, the Swingline Loans shall be evidenced by a Swingline Credit new Note of Borrower payable to the order of the Swingline Bank any Lender who requested a Note hereunder in a principal amount equal to its Maximum Credit Amount after giving effect to such decrease, and otherwise duly completed, and such Lender agrees to promptly thereafter return the Swingline Commitment, which Swingline previously issued Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein held by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the such Lender marked canceled or otherwise similarly defaced. The date, amount, Type and Type, interest rate and, if applicable, Interest Period (if any) of each Loan made by it to Borrower each Lender that receives a Note, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books for its Note, notwithstanding and, prior to any failure of transfer, may be endorsed by such Bank 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 recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable notation or to become due and payable from Borrower to each Bank hereunder attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank Loans or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by such Bank in accordance with the terms any Lender of this Agreementits Note.

Notes. (a) If requested by any Bank, the Revolving The Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note separate promissory notes of the Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached A hereto (collectively, the "Notes"), dated of even date with this Agreement and incorporated herein by reference (completed with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit . One Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline each Bank in a the principal amount equal to such Bank's Commitment or, if less, the Swingline Commitment, which Swingline Note shall be in substantially the form outstanding amount of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan all Loans made by it such Bank, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to Borrower and make or cause to be made, at or about the date and amount time of each the Drawdown Date of any Loan or at the time of receipt of any payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that an appropriate notation on such Bank's Record reflecting the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure making of such Bank to make any Loan or (as the case may be) the receipt of such recordation or any mistake by such Bank in connection with any such recordationpayment. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence outstanding amount of the items Loans set forth therein in the absence of manifest error. (d) The Administrative Agent on such Bank's Record shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence principal amount thereof owing and amounts of the obligations of Borrower therein recorded; providedunpaid to such Bank, however, that but the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablerecord, or any error thereinin so recording, any such amount on such Bank's Record shall not in any manner limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to repay (make payments of principal of or interest on any Note when due. By delivery of the Notes, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the "Notes" described in the Amended Credit Agreement, which Indebtedness is instead allocated among the Banks as of the date hereof and evidenced by the Notes and their respective Commitment Percentages, and the Banks shall as of the date hereof make such adjustments to the outstanding loans of such Banks so that such outstanding Loans are consistent with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementtheir respective Commitment Percentages.

Notes. (a) If requested by any Bank, the Revolving The Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Note of made by each Borrower (including any Qualified Borrower) payable to the order of such Bank in a principal amount equal for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the amount Borrower and the Administrative Agent, request that its Loans of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced a particular type (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall and Money Market Loans) be evidenced by a Swingline Credit separate Note of Borrower payable to the order of the Swingline Bank in a principal an amount equal to the Swingline Commitmentaggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, which Swingline 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 Borrower. Each such Note shall be in substantially the form of Exhibit A-2 attached A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and incorporated herein by delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference (in this Agreement to the “Swingline "Note”)" of such Bank shall be deemed to refer to and include any or all of such Notes, 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 Note to such Bank. Each Bank shall record in its books and records the date, amount, Type type and Interest Period (if any) maturity of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such any Bank to make any such recordation or any mistake endorsement shall not affect the obligations of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by such Bank in connection with the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such recordation. The books schedule as and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorwhen required. (d) The Administrative Agent Committed Loans shall maintain the Register pursuant to Section 9.09(h)mature, and a subaccount for each Bankthe 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 which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofaccordance with Section 2.3(b)(iii). (e) The entries made Each Money Market Loan included in any Money Market Borrowing shall mature, and the booksprincipal amount thereof shall be due and payable, records and Register and subaccounts maintained pursuant together with accrued interest thereon, on the earlier to Section 2.03(coccur of (i) (and, if consistent with the entries last day of the Administrative Agent, Section 2.03(d)) shall, Interest Period applicable to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank such Borrowing or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interestii) the Maturity Date. (f) There shall be no more than fifteen (15) Euro-Dollar Groups of Loans made to Borrower by such Bank in accordance with the terms of this Agreementand no more than ten (10) Money Market Loans outstanding at any one time.

Notes. (a) If requested The Tranche A Loans made by any Bank, the Revolving Loans of such Bank to Borrower Lender hereunder shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Borrowers in substantially the form of Exhibit A-1 hereto, dated as of the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitmentthe Tranche A Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche A Loan made by the Lender to the Borrowers, each and all payments and prepayments made on account of which Revolving Credit Notes the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Tranche A Note, endorsed by the Lender on the schedule attached to such Tranche A Note or any continuation thereof; provided, however, that any failure by the Lender to make any such notation shall not affect the obligations of the Borrowers hereunder or under such Tranche A Note in respect of such obligations. (b) The Tranche B Loans made by the Lender hereunder shall be evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelyA-2 hereto, dated as of the same may from time to time be amendeddate hereof, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of the Tranche B Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the otherwise duly completed. The date and amount of each payment of principal and/or interest Tranche B Loan made by Borrower with respect theretothe Lender to the Borrowers, and all payments and prepayments made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Tranche B Note, endorsed by the Lender on the schedule attached to such Tranche B Note or any continuation thereof; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank by the Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each Borrowers hereunder or under such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder Tranche B Note in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofobligations. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. The Loans made by each Bank (aother than the Swing-Line Loans made by U.S. Bank) If requested by any Bank, the Revolving Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company payable to the order of such Bank in the form of Exhibit D, in a principal amount equal to the amount of such Bank’s 's Commitment originally in effect (each, together with any such promissory note hereafter executed and delivered to a Bank to evidence the Loans, a "Revolving Credit CommitmentNote" and, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any "Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a BankNotes"), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline . The Swing-Line Loans shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Company payable to the order of U.S. Bank in the Swingline Bank form of Exhibit E, in a principal amount equal to the Swingline CommitmentSwing-Line Facility Amount (together with any such promissory note hereafter executed and delivered to U.S. Bank to evidence the Swing-Line Loans, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline "Swing-Line Note”"). (c) . Each Bank shall record enter in its books ledgers and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment Loan, the various Advances made, converted or continued and the payments made thereon, and each Bank is authorized by the Company to enter on a schedule attached to its Note(s) a record of principal and/or interest made by Borrower with respect theretosuch Loans, Advances and payments; providedPROVIDED, however, HOWEVER that the obligation of Borrower to repay each Loan made failure by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation entry or any mistake by error in making such Bank in connection with any such recordation. The books and records of each Bank showing entry shall not limit or otherwise affect the account between such Bank and Borrower shall be conclusive evidence obligation of the items set forth therein in Company hereunder and on the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h)Notes, and a subaccount for each Bankand, in which Register and subaccounts (taken together) shall be recorded (i) dateall events, amount, Type and Interest Period (if any) of each such Loan, (ii) the principal amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder owing by the Company in respect of each such Loan and (iii) Revolving Note shall be the aggregate amount of any sum received all Loans made by the Administrative Agent hereunder from Borrower Bank to which such Revolving Note is payable (other than Swing-Line Loans made by U.S. Bank) less all payments of principal thereof made by the Company, and the principal amount owing by the Company in respect of each such Loan and each Bank’s share thereof. (e) The entries the Swing-Line Note shall be the aggregate amount of all Swing-Line Loans less all payments of principal thereof made in by the books, records and Register and subaccounts maintained Company or pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement2.03.

Notes. (a) If requested by any Bank, the The Revolving Credit Loans of such Bank each Lender to Borrower the Company shall be evidenced by a Revolving Credit Note of Borrower the Company payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s Lender's Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 B attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a BankLender), the “"Revolving Credit Notes”"). (b) If requested by the Swingline Bank, the Swingline Loans The Term Loan of each Lender to ▇▇▇▇▇▇▇ Electronics shall be evidenced by a Swingline Credit Term Loan Promissory Note of Borrower ▇▇▇▇▇▇▇ Electronics payable to the order of the Swingline Bank such Lender in a an original principal amount equal to the Swingline amount of such Lender's Term Loan Commitment, each of which Swingline Note Term Loan Promissory Notes shall be in substantially the form of Exhibit A-2 C attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the “Swingline Note”same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Term Loan Note issued in full or partial replacement of an existing Term Loan Note as a result of an assignment by a Lender), the "Term Loan Notes"). (c) Each Bank Lender shall record in its books and records the date, amount, Type type and Interest Period (if any) of each Revolving Credit Loan made by it to Borrower the Company and the date and amount of each payment of principal and/or interest made by Borrower the Company with respect thereto; provided, however, that the obligation of Borrower the Company to repay each Revolving Credit Loan made by a Bank to Borrower the Company under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank Lender in connection with any such recordation. The books and records of each Bank Lender showing the account between such Bank Lender and Borrower the Company shall be conclusive evidence of the items set forth therein in the absence of manifest demonstrable error. (d) The Administrative Agent Each Lender shall maintain record in its books and records the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type type and Interest Period (if any) of each such Loan, (ii) the Term Loan made by it to ▇▇▇▇▇▇▇ Electronics and the date and amount of any each payment of principal or and/or interest due and payable or to become due and payable from Borrower to each Bank hereunder in made by ▇▇▇▇▇▇▇ Electronics with respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedthereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Electronics to repay the Term Loan made by such Lender to ▇▇▇▇▇▇▇ Electronics under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, recordation or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower mistake by such Bank Lender in accordance connection with any such recordation. The books and records of each Lender showing the terms account between such Lender and ▇▇▇▇▇▇▇ Electronics shall be conclusive evidence of this Agreementthe items set forth therein in the absence of demonstrable error.

Notes. (a) If requested The Syndicated Loans made by any Bank, the Revolving Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit Note single promissory note (a "Syndicated Note") of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the Effective Date, payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitmentits Commitment as originally in effect and otherwise duly completed. The date, amount, type, interest rate and maturity date of each Syndicated Loan made by each Bank to the Company, and each payment made on account of which Revolving Credit Notes 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 substantially such a notation or entry shall not, however, limit or otherwise affect any obligation of the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as Company under this Agreement or the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Money Market Loans made by the Swingline Bank, the Swingline Loans any Bank shall be evidenced by a Swingline Credit single promissory note (a "Money Market Note") of the Company substantially in the form of Exhibit A-2 hereto, dated the date of the delivery of such Note of Borrower 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 order 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, which Swingline Note shall be Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the otherwise duly completed. The date, amount, Type type, interest rate and Interest Period (if any) maturity date of each Swingline Loan made by it the Swingline Bank to Borrower the Company, and the date and amount of each payment made on account of the principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by the Swingline Bank on its books and, notwithstanding prior to any transfer of such Note held by it, endorsed by the Swingline Bank on the schedule attached to such Note or any continuation thereof. The failure of such the Swingline Bank to make any such recordation notation or entry or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower a notation or entry shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; providednot, however, that limit or otherwise affect any obligation of the failure of any Bank Company under this Agreement or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested by any Banka Lender, the Revolving Loans of made by such Bank to Borrower Lender shall be evidenced by a Revolving Credit Note revolving note duly executed on behalf of Borrower the Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B-1, payable to the order of each such Bank Lender in a an aggregate principal amount equal to the amount of such BankLender’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Swingline Loans made by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note swingline note duly executed on behalf of Borrower the Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 payable to the order of the Swingline Bank Lender in a an aggregate principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)$10,000,000. (c) Each Bank 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 its books and records the datesuch Lender’s internal records, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount each payment of interest on any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each other information provided for on such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedschedule; provided, however, that the failure of any Bank or the Administrative Agent Lender to maintain make such account, such Register or such subaccount, as applicable, a notation or any error therein, therein shall not in any manner affect the obligation of Borrower the Borrowers to repay (with applicable interest) the Loans made to Borrower by such Bank Lender in accordance with the terms of this AgreementAgreement 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 Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

Notes. (a) If requested by any Banka Lender, the Revolving Loans of and the each Term Loan, as applicable, made by such Bank to Borrower Lender shall each be evidenced by a Revolving Credit single Note of Borrower the Borrower, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s Revolving its Maximum Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelyAmount and/or its Term Loans outstanding, as applicable, as in effect on such date, and otherwise duly completed. Upon request from a Lender and upon the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit return of the Note issued to it, or in full the case of any loss, theft or partial replacement destruction of an existing Revolving any such Note, a lost note affidavit in customary form, in the event that any such Lender’s Maximum Credit Note as a result of an assignment by a BankAmount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the “Revolving Credit Notes”). (b) If requested by Borrower shall deliver or cause to be delivered on the Swingline Bankeffective date of such increase or decrease, the Swingline Loans shall be evidenced by a Swingline Credit new Note of Borrower payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitmentits Maximum Credit Amount after giving effect to such increase or decrease, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the otherwise duly completed. The date, amount, Type and interest rate and, if applicable, Interest Period (if any) of each Loan made by it to Borrower such Lender, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books for its Note, notwithstanding and, prior to any failure of transfer, may be recorded by such Bank 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 recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable notation or to become due and payable from Borrower to each Bank hereunder 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 such Loan and (iii) Lender shall return to the amount Borrower any Note issued to it, or in the case of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the booksloss, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure theft or destruction of any Bank or the Administrative Agent to maintain such accountNote, such Register or such subaccount, as applicable, or any error therein, shall not a lost note affidavit in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementcustomary form.

Notes. (a) If requested The obligation of Borrower to repay the Loans made by any Bank, each Lender and to pay interest thereon at the Revolving Loans of such Bank to Borrower rates provided herein shall be evidenced by a Revolving Credit Note promissory note in the form of Borrower EXHIBIT D (individually, a "NOTE") which note shall be (i) payable to the order of such Bank Lender, (ii) in a principal amount equal to the amount of such Bank’s Revolving Credit Lender's Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. Borrower authorizes each of which Revolving Credit Notes shall be in substantially Lender to record on the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time schedule annexed to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit such Lender's Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute such Lender and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence payment or prepayment of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h)principal thereon made by Borrower, and a subaccount for each Bank, in which Register and subaccounts (taken together) agrees that all such notations shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be constitute prima facie evidence of the existence matters noted; PROVIDED, HOWEVER, that any failure by a Lender to make any such notation shall not affect the Obligations. Borrower further authorizes each Lender to attach to and amounts make a part of such Lender's Note continuations of the obligations of Borrower therein recorded; providedschedule attached thereto as necessary. If, however, that the failure of because any Bank Lender designates separate Applicable Lending Offices for Base Rate Loans or the Administrative Agent to maintain such accountLIBOR Loans, such Register or Lender requests that separate promissory notes be executed to evidence separately such subaccountLoans, as applicablethen each such note shall be in the form of EXHIBIT D, or any error thereinMUTATIS MUTANDIS to reflect such division, and shall not be (w) payable to the order of such Lender, (x) in any manner affect the obligation amount of Borrower to repay such Lender's Commitment, (with applicable interesty) dated the Loans made to Borrower by such Bank in accordance with the terms of this AgreementClosing Date and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Note.

Notes. (a) If requested by any In connection with the effectiveness of the Assumption Agreement, the Borrower delivered to the Administrative Agent, for the account of each Existing Bank, duly executed "NOTES" substantially in the Revolving form of Exhibit A to the Existing Credit Agreement (collectively, the "EXISTING NOTES") to evidence the Existing Loans of such each bank under the Existing Credit Agreement. On or prior to the Effective Date, the Borrower shall deliver to the Administrative Agent, for the account of each Bank, duly executed Notes, substantially in the form of Exhibit A hereto. On the Effective Date, each Bank's Existing Note shall be automatically canceled, and from and after the Effective Date, the Loans of each Bank to Borrower shall be evidenced by a Revolving Credit single Note of Borrower payable to the order of such Bank for the account of its Applicable Lending Office in a principal an amount equal to the aggregate unpaid principal amount of such Bank’s Revolving Credit Commitment's Loans. On or promptly after the Effective Date, each Existing Bank shall deliver to the Administrative Agent for delivery to the Borrower its Existing Note (or in the case of which Revolving Credit Notes shall be loss thereof, a written agreement of indemnity by such Bank for such loss in substantially the customary form of Exhibit A-1 attached hereto and incorporated herein executed by reference (with appropriate insertionssuch Bank) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)marked "CANCELLED". (b) If requested Each Bank may, by notice to the Swingline BankBorrower and the Administrative Agent, the Swingline request that its Loans shall of a particular type be evidenced by a Swingline Credit separate Note of Borrower payable to the order of the Swingline Bank in a principal an amount equal to the Swingline Commitment, which Swingline aggregate unpaid principal amount of its Loans of such type. Each such Note shall be in substantially the form of Exhibit A-2 attached A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and incorporated herein by reference (include any or all of such Notes, as the “Swingline Note”)context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record in its books and records the date, amount, Type amount and Interest Period (if any) type of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto, and prior to any transfer of its Note may endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such any Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower endorsement shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of not affect the obligations of the Borrower therein recorded; provided, however, that hereunder or of the failure Borrower under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, schedule as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementand when required.

Notes. (a) If requested The Facility A Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of the Borrower substantially in the form of Exhibit A-1, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Facility A Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested The Facility B Term Loans made by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of the Borrower substantially in the form of Exhibit A-2, dated the date hereof, payable to the order of the Swingline Bank such lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be its Facility B Term Loan Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank The Facility C Term Loans made by each Lender shall record be evidenced by a single promissory note of the Borrower substantially in the form of Exhibit A-3, dated the date hereof, payable to such Lender in a principal amount equal to its books Facility C Term Loan Commitment as originally in effect and records the otherwise duly completed. (d) The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan of each Class made by it each Lender to Borrower the Borrower, and the date and amount of each payment made on account of the principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books and, notwithstanding prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that -------- the failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant Borrower to Section 9.09(h), and make a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount payment when due of any principal amount owing hereunder or interest due and payable or to become due and payable from Borrower to each Bank hereunder under such Note in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in the booksconnection with a permitted assignment of all or any portion of such Lender's relevant Commitment, records Loans and Register and subaccounts maintained Notes pursuant to Section 2.03(c) 12.06 (and, if consistent with requested by any Lender, the entries of the Administrative Agent, Section 2.03(dBorrower agrees to so exchange any Note)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Loans made by any Bank, the Revolving Loans of such Bank to Borrower Banks shall be evidenced by separate promissory notes of each Borrower payable to each Bank (each, a Revolving Credit "Note" and collectively, the "Notes"), each in substantially the form of Exhibit A hereto. Each Note shall be dated the date of Borrower this Agreement, shall be payable to the order of such Bank and (i) in the case of the Note made by Griffon shall be in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each 's Commitment as originally in effect and (ii) in the case of which Revolving Credit Notes the Note made by Telephonics shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline such Telephonics Sublimit Commitment, which Swingline . Each Note shall also otherwise be duly completed. The Notes shall be payable as provided in substantially Sections 2.1 and 2.5 hereof. (b) Each Bank shall enter on a schedule attached to its Note a notation with respect to each Loan made hereunder of: (i) the form date and principal amount thereof, (ii) each payment and prepayment of Exhibit A-2 attached hereto principal thereof, (iii) whether the interest rate is initially to be determined in accordance with subsection 2.6(a) (i) or 2.6(a) (ii) hereof, and incorporated herein by reference (iv) the “Swingline Note”)Interest Period, if applicable. The failure of any Bank to make a notation on the schedule to its Note as aforesaid shall not limit or otherwise affect the obligation of either Borrower to repay the Loans in accordance with their respective terms as set forth herein. (c) Each The Notes executed by Griffon in connection with this Agreement payable to the order of each Existing Bank shall record in its books amend, restate, replace and records supersede the date, amount, Type and Interest Period (if any) promissory notes made by Griffon to the order of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorOriginal Agreement. (d) The Administrative Agent Notes executed by Telephonics in connection with this Agreement payable to the order of Fleet and Chase shall maintain amend, restate, replace and supersede the Register pursuant promissory notes made by Telephonics to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) the order of each such Loan, (ii) Bank in connection with the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof's prior lending relationship with Telephonics. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any The Borrower's obligation to pay the principal of and interest on each Bank, the Revolving 's Construction Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Construction Note and the Borrower's obligation to pay principal of and interest on each Bank's Term Loans shall be evidenced by a Term Note. Each such Note shall be duly executed and delivered by the Borrower payable to in favor of the order of such appropriate Bank in a principal amount equal to the amount of such Bank’s Revolving Credit 's Construction Loan Commitment or Term Loan Commitment, as applicable, with blanks appropriately completed in conformity herewith. On the date on which the Construction Loans are converted to Term Loans in accordance with Section 3, or, if the Construction Loans are not so converted, on the date all of the Obligations are indefeasibly paid in full in cash or cash equivalents, each of Bank shall return its Construction Note to the Borrower, which Revolving Credit Notes Construction Note shall be marked "Paid in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)Full." (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in is hereby authorized, at its books option, either (i) to endorse on the schedule attached to each of its Notes (or on a continuation of such schedule attached to such Note and records made a part thereof) an appropriate notation evidencing the date, amount, Type date and Interest Period (if any) amount of each Loan made by it to Borrower evidenced thereby and the date and amount of each principal and interest payment of principal and/or interest made by Borrower with in respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) to record such Loans and such payments in its books and records. Such schedule or such books and records, as the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the bookscase may be, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be shall constitute prima facie evidence of the existence and amounts accuracy of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error information contained therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Committed Loans made by any Bank, the Revolving Loans of such Bank each Lender to Borrower an Obligor shall be evidenced by a Revolving Credit Note single promissory note of Borrower such Obligor in substantially the form of Exhibit A, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, payable to the order of such Bank Lender in a principal amount equal to its Commitment and otherwise duly completed. The date, amount, Type, interest rate and Interest Period, if any, of each Committed Loan made by each Lender, and all payments made on account of the principal 17 thereof, shall be recorded by such Lender on its books for its Committed Note, and, prior to any transfer, endorsed by such Lender on the schedule attached to such Committed Note or any continuation thereof. Failure to make any such notation shall not affect the Obligor's obligations in respect of such Loans, or affect the validity of such transfer by any Lender of such Note. (b) The Competitive Loans made by each Lender to an Obligor shall be evidenced by a single promissory note of such Obligor in substantially the form of Exhibit B, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, payable to the order of such Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto Aggregate Commitments and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the otherwise duly completed. The date, amount, Type Type, interest rate and Interest Period (if any) of each Competitive Loan made by it to Borrower each Lender, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books for its Competitive Note, notwithstanding and, prior to any failure of transfer, endorsed by such Bank Lender on the schedule attached to such Competitive Note or any continuation thereof. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing notation shall not affect the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder Obligor's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicableLoans, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by any Lender of such Bank in accordance with the terms of this AgreementNote.

Notes. (a) If requested by any Bank, the The Revolving Loans of such Bank to Borrower made by each Lender shall be evidenced by a Revolving Credit Note revolving note duly executed on behalf of Borrower the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-1, payable to the order of each such Bank Lender in a an aggregate principal amount equal to the amount of such Bank’s Revolving Credit Lender's Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Swingline Loans made by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note swingline note duly executed on behalf of Borrower the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-2 payable to the order of the Swingline Bank Lender in a an aggregate principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)$9,500,000. (c) Each Bank 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 its books and records the datesuch Lender's internal records, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount each payment of interest on any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each other information provided for on such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedschedule; provided, however, that the failure of any Bank or the Administrative Agent Lender to maintain make such account, such Register or such subaccount, as applicable, a notation or any error therein, therein shall not in any manner affect the obligation of Borrower the Borrowers to repay (with applicable interest) the Loans made to Borrower by such Bank Lender in accordance with the terms of this AgreementAgreement 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 Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a promissory note executed and delivered by the Borrower at the request of such Lender, substantially in the form of Exhibit B-1, with appropriate insertions as to payee, date and principal amount (a "Revolving Credit Note of Borrower Note"), payable to the order of such Bank Lender and in a principal amount equal to the lesser of (i) the amount of the Commitment of such Bank’s Lender and (ii) the aggregate unpaid principal amount of all Revolving Credit Commitment, Loans made by such Lender. The Competitive Loans made by each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note promissory note executed and delivered by the Borrower at the request of Borrower such Lender, substantially in the form of Exhibit B-2, with appropriate insertions as to payee and date (a "Competitive Loan Note"), payable to the order of the Swingline Bank in a principal amount equal such Lender. Each Lender is hereby authorized to the Swingline Commitmentrecord, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records as applicable, the date, amount, Type and Interest Period (if any) amount of each Revolving Credit Loan or Competitive Loan made by it such Lender, each continuation thereof, each conversion of all or a portion thereof to Borrower and another Type, the date and amount of each payment or prepayment of principal and/or interest made by Borrower 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 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 accuracy of the information so recorded; provided, however, provided that the obligation of Borrower to repay each Loan made failure by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower recordation shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of not affect the obligations of the Borrower therein recorded; provided, however, that the failure of any Bank under this Agreement or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the date hereof, payable to the order of such Lender in a principal amount equal to the amount of its Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the Company in substantially the form of Exhibit A-2 hereto, dated the date of this Agreement, payable to the Swingline Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank Commitment as originally in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the otherwise duly completed. The date and amount of each Swingline Loan and each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretothe Swingline Bank on its books and, prior to any transfer of the Swingline Note, endorsed by the Swingline Bank on the schedule attached to such Swingline Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made failure by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such the Swingline Bank to make any such recordation or endorsement shall not affect any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in obligations of the absence of manifest errorCompany hereunder or under the Swingline Note to make a payment when due. (dc) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each such LoanRevolving Credit Loan made by each Lender to the Company, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share payment made on account of the principal thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (shall be recorded by such Lender on its books and, if consistent with the entries prior to any transfer of the Administrative AgentRevolving Credit Note evidencing Loans held by it, Section 2.03(d)) shall, endorsed by such Lender on the schedule attached to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedsuch Revolving Credit Note or any continuation thereof; provided, however, provided that the failure of such Lender to make any Bank such recordation or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, endorsement shall not in any manner affect the obligation obligations of Borrower the Company to repay (with applicable interest) make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Loans made to Borrower by such Bank in accordance with the terms of this AgreementRevolving Credit Loans.

Notes. (a) If requested by any Bank, the Revolving The Syndicated Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Syndicated Loan Note of Borrower payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit 's Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Money Market Loans made by any Bank to the Swingline Bank, the Swingline Loans Borrowers shall be evidenced by a Swingline Credit single Money Market Loan Note of Borrower payable to the order of such Bank for the Swingline Bank account of its Lending Office in a principal an amount equal to 50% of the Swingline Commitment, which Swingline Note shall be in substantially original principal amount of the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Bank. Each Bank shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by Borrower the Borrowers with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records schedules of each Bank showing the account between such Bank and Borrower Bank's Notes shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), respective principal amounts owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Notes; provided, however, provided that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablemake, or any error thereinin making, any such recordation or endorsement shall not in any manner affect the obligation of Borrower the Borrowers hereunder or under the Notes or the ability of any Bank to repay 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. (with applicable interestd) In the Loans made event of loss, theft, destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Borrowers will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to Borrower by such Bank in accordance with Note and dated as of the terms date of this Agreementsuch Note.

Notes. (a) If requested by any Bank, the Revolving The Committed Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to the order of the Lenders, dated as of the date hereof, and for each Lender in the face amount of such Lender's Commitment (the "Committed Loan Notes"). The Bid Loans made by each Lender shall be evidenced by promissory notes of the Borrower, substantially in the form of Exhibit B hereto, with appropriate insertions, payable to the order of such Bank Lender, dated as of the date hereof and in a principal amount equal to the face amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference Total Commitment (the “Swingline Note”"Bid Loan Notes"). (c) . Each Bank shall Lender is hereby authorized to record in its books the date and records the date, amount, Type and Interest Period (if any) amount of each Loan made by Committed Loans it to Borrower makes and the date and amount of each payment of principal and/or and interest thereon on a schedule annexed to its Committed Loan Note or maintained in connection therewith. Each Lender is hereby authorized to record the date and amount of each Bid Loan made by Borrower such Lender, the maturity date thereof, the date and amount of each payment of principal and interest thereon and the interest rate with respect theretothereto on a schedule annexed to its Bid Loan Note or maintained in connection therewith. Any such recordation by any Lender shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded; providedPROVIDED, howeverHOWEVER, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank error in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower recordation shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of not affect the obligations of the Borrower therein recorded; providedhereunder, however, that under the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicableCommitted Loan Notes, or any error therein, shall not in any manner affect under the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementBid Loan Notes.

Notes. (a) If Unless otherwise requested by any a Bank, the Revolving any Ratable Loans of such made by each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note promissory note of Borrower payable to in the order form of such Bank EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to the amount of such Bank’s Revolving Credit Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or replaced (including12.05, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit NotesRatable Loan Note”). (b) If requested by . The Bid Rate Loans of the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit Note single global promissory note of Borrower in the form of EXHIBIT C, duly completed and executed by Borrower, in the principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), subject to adjustment pursuant to Sections 2.16(a) and (c), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the order Bank making such Bid Rate Loan at the earlier of the Swingline expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank in a principal amount equal is hereby authorized by Borrower to endorse on the schedule attached to the Swingline CommitmentRatable Loan Note held by it, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower advance, and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error. (d) The , be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in under this Agreement or the booksNotes. In connection with a Refinancing Mortgage, records and Register and subaccounts maintained pursuant Borrower shall deliver to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shalla mortgage note, payable to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to maintain the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such account, such Register or such subaccountmortgage notes, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementcontext may require.

Notes. (a) If requested by any Bank, This Note is one of the Revolving Loans of such Bank Senior Notes issued pursuant to Borrower shall be evidenced by a Revolving Credit Note of Borrower payable and is subject to the order of such Bank in a principal amount equal terms and entitled to the amount benefits of such Bank’s Revolving Credit Commitmentthe Senior Secured Note Purchase Agreement dated as of _____, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference 2002 (with appropriate insertions) (collectivelyas amended, as the same may supplemented or otherwise modified from time to time be amendedin accordance with its terms, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bankthe "Purchase Agreement"), among the “Revolving Credit Notes”). (b) If requested by the Swingline BankMaker, the Swingline Loans Payee hereof and the other Purchasers referred to therein. Terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement. Commencing on the date of issuance, this Note shall accrue interest on the unpaid principal amount thereof at an interest rate of 18% per annum (the "Interest Rate"), consisting of 13% in cash interest and 5% either, at the Company's option, in cash interest or to be evidenced by a Swingline Credit Note of Borrower payable added automatically to the order of the Swingline Bank in a unpaid principal amount equal to the Swingline Commitmentof this Note ("PIK Interest") on each March 31, which Swingline June 30, September 30 and December 31 (each, an "Interest Payment Date"). Interest on this Note shall be computed based on a 360-day year of twelve 30-day months and all PIK Interest on this Note will be compounded quarterly on each Interest Payment Date, commencing on December 31, 2002. Cash interest on this Note shall be payable quarterly in substantially arrears on each Interest Payment Date commencing on December 31, 2002 by wire transfer of immediately available funds to one or more accounts designated by the form holder of Exhibit A-2 attached hereto and incorporated herein by reference (this Note. On each Interest Payment Date, the “Swingline Maker shall deliver a copy of Schedule I to this Note to the holder of this Note”). (c) Each Bank , which Schedule I shall record in its books and records detail the outstanding principal balance of this Note as of such date, amount, Type and including all PIK Interest Period (if any) of each Loan made by it previously added to Borrower and the date and principal amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the Closing Date, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested The Term Loans made by the Swingline Bank, the Swingline Loans each Lender pursuant to its Term Loan A Commitment shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-2 hereto, dated the Closing Date, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its Term Loan A Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank The Term Loans made by each Lender pursuant to its Term Loan B Commitment shall record be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-3 hereto, dated the Closing Date, payable to such Lender in a principal amount equal to the amount of its books Term Loan B Commitment as originally in effect and records the otherwise duly completed. (d) The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan of each Class made by it each Lender to Borrower the Company, and the date and amount of each payment made on account of the principal and/or interest made thereof, may be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant Company to Section 9.09(h), and make a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount payment when due of any principal amount owing hereunder or interest due and payable or to become due and payable from Borrower to each Bank hereunder under such Note in respect of each the Loans to be evidenced by such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofNote. (e) The entries made No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in the booksconnection with a permitted assignment of all or any portion of such Lender's relevant Commitment, records Loans and Register and subaccounts maintained Notes pursuant to Section 2.03(c12.06(b) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementhereof.

Notes. (a) If requested by any Bank, the Revolving The Syndicated Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Syndicated Loan Note of Borrower payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit 's Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Money Market Loans made by any Bank to the Swingline Bank, the Swingline Loans Borrower shall be evidenced by a Swingline Credit single Money Market Loan Note of Borrower payable to the order of such Bank for the Swingline Bank account of its Lending Office in a principal an amount equal to 50% of the Swingline Commitment, which Swingline Note shall be in substantially original principal amount of the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Bank. Each Bank shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records schedules of each Bank showing the account between such Bank and Borrower Bank's Notes shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), respective principal amounts owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Notes; provided, however, provided that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablemake, or any error thereinin making, any such recordation or endorsement shall not in any manner affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to repay assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (with applicable interestd) In the Loans made event of loss, theft, destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Borrower will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to Borrower by such Bank in accordance with Note and dated as of the terms date of this Agreementsuch Note.

Notes. (a) If Unless otherwise requested by any a Bank, the Revolving any Ratable Loans of such made by each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note promissory note of Borrower payable to in the order form of such Bank EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to the amount of such Bank’s Revolving Credit Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or replaced (including12.05, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit NotesRatable Loan Note”). (b) If requested by . The Bid Rate Loans of the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit Note single global promissory note of Borrower in the form of EXHIBIT C, duly completed and executed by Borrower, in the principal amount of Six Hundred Twenty Five Million Dollars ($625,000,000), subject to adjustment pursuant to Sections 2.16(a) and (c), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date as the same may be accelerated in accordance with this Agreement. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the order Bank making such Bid Rate Loan at the earlier of the Swingline expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank in a principal amount equal is hereby authorized by Borrower to endorse on the schedule attached to the Swingline CommitmentRatable Loan Note held by it, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower advance, and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error. (d) The , be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in under this Agreement or the booksNotes. In connection with a Refinancing Mortgage, records and Register and subaccounts maintained pursuant Borrower shall deliver to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shalla mortgage note, payable to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to maintain the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such account, such Register or such subaccountmortgage notes, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementcontext may require.

Notes. (a) If requested by any Bank, Each of the Revolving Loans of such Bank to Borrower made by each Lender shall be evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit C-1 hereto, dated the Closing Date (or such later date on which such Revolving Credit Note of Borrower Loans Lender becomes a party to this Agreement), payable to the order of such Bank Revolving Loans Lender in a principal amount equal to the aggregate principal amount of the Revolving Loans Commitment of such Bank’s Lender as originally in effect and otherwise duly completed. Each Revolving Credit CommitmentLoans Lender is hereby authorized by the Borrowers to endorse on the schedule (or a continuation thereof) attached to the Note of such Lender, to the extent applicable, the date, amount and Type of and the Interest Period for each Loan made by such Lender to the Borrowers and the amount of which Revolving Credit Notes each payment or prepayment of principal of such Loan received by such Lender, provided that any failure by such Lender to make any such endorsement shall not affect the obligations of the Borrowers under such Note or this Agreement in respect of such Loan. (b) The Term Loans made by each Term Loans Lender shall be evidenced by a separate promissory note of the Borrowers for each Term Loan made by each Term Loans Lender in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelyC-2 hereto, as dated the same may from time to time be amendeddate of the applicable Term Loan, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank such Term Loans Lender in a principal amount equal to the Swingline Commitmentprincipal amount of such Term Loan. Each Term Loans Lender is hereby authorized by the Borrowers to endorse on the schedule (or a continuation thereof) attached to the Note(s) of such Lender, which Swingline Note shall be in substantially to the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records extent applicable, the date, amount, amount and Type of and the Interest Period (if any) of for each Loan made by it such Lender to Borrower the Borrowers and the date and amount of each payment or prepayment of principal and/or interest made of such Loan received by Borrower with respect thereto; providedsuch Lender, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of by such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each Borrowers under such Loan, (ii) the amount of any principal Note or interest due and payable or to become due and payable from Borrower to each Bank hereunder this Agreement in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofLoan. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Revolving Credit Loans (other than Registered Loans) made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of the Borrower substantially in the form of Exhibit A-1, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested The Term Loans (other than Registered Loans) made by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of the Borrower substantially in the form of Exhibit A-2, dated the date hereof, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its Term Loan Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan of each Class made by it each Lender to Borrower the Borrower, and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein Borrower to make a payment when due of any amount owing hereunder or under such Note in the absence respect of manifest errorsuch Loans. (d) The Administrative Agent No Lender shall maintain the Register be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Section 9.09(h), 12.06 and a subaccount for each Bank, except as provided in which Register and subaccounts paragraph (taken together) shall be recorded (i) date, amount, Type and Interest Period (if anye) of each such Loanthis Section 2.07 (and, (ii) if requested by any Lender, the amount of Borrower agrees to so exchange any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofNote). (e) The entries made in Notwithstanding the booksforegoing, records any Lender that is not a U.S. Person and Register and subaccounts maintained pursuant to is not a "bank" within the meaning of Section 2.03(c881(c)(3)(A) of the Code may request the Borrower (and, if consistent with the entries of through the Administrative Agent), Section 2.03(d)) shalland the Borrower agrees thereupon, to record on the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure Register referred to in Section 12.06(g) any Loans of any Bank Class held by such Lender under this Agreement. Loans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the Borrower. The Borrower agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans (i.e., containing the optional registered note language as indicated in Exhibit A-1 or the Administrative Agent to maintain such account, such Register or such subaccountA-2, as applicablethe case may be) and registered as provided in Section 12.06(g) (herein, or any error thereina "Registered Note"), shall dated the date hereof, payable to such Lender and otherwise duly completed. A Loan once recorded on the Register may not in any manner affect be removed from the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementRegister so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (a) If requested by any Bank, the The Revolving Credit Commitment and Revolving Credit Loans of such Bank to Borrower each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-1 hereto, appropriately dated, in an amount equal to the Revolving Credit Note Commitment of Borrower such Lender and otherwise duly completed. Thereafter, the Revolving Credit Commitment of each Revolving Credit Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A hereto, appropriately dated, payable to such Lender in an amount equal to the amount of the Revolving Credit Commitment held by such Lender on the Effective Date and otherwise duly completed. (b) The Fixed Rate Loan made by the Fixed Rate Lender shall be evidenced by a single promissory note of the Company substantially in the form as previously agreed between the Fixed Rate Lender and the Borrower, appropriately dated, payable to the order of such Bank Fixed Rate Lender or its designated nominee in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto Fixed Rate Loan and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each the Loan made by it each Lender to Borrower the Company, and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of the Note held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation -------- or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein Company to make a payment when due of any amount owing hereunder or under such Note in the absence respect of manifest error.such Loan. Credit Agreement ---------------- (d) The Administrative Agent No Lender shall maintain the Register be entitled to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's Loan and Note pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together11.06(b) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofhereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankUpon request of a Lender, the Revolving Loans of made by such Bank to Borrower Lender shall be evidenced by a Revolving Credit single promissory note of the Borrower in substantially the form of Exhibit A, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of Borrower the date of this Agreement, or (ii) 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, 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 increase, in each case, payable to the order of such Bank Lender in a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the amount of such Bankevent that any Lender’s Revolving Credit CommitmentCommitment increases or decreases for any reason (whether pursuant to Section 2.06, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertionsSection 12.04(b) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bankotherwise), the “Revolving Credit Notes”). (b) If requested by Borrower shall, upon request of such Lender, deliver or cause to be delivered on the Swingline Bankeffective date of such increase or decrease, the Swingline Loans shall be evidenced by a Swingline Credit new Note of Borrower payable to the order of the Swingline Bank such Lender in a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Swingline Commitment, which Swingline Borrower of the Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the so replaced. The date, amount, Type and Type, interest rate and, if applicable, Interest Period (if any) of each Loan made by it to Borrower each Lender, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books for its Note, notwithstanding and, prior to any failure of transfer, may be endorsed by such Bank 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 recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable notation or to become due and payable from Borrower to each Bank hereunder attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank Loans or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation validity of Borrower to repay (with applicable interest) the Loans made to Borrower such transfer by such Bank in accordance with the terms any Lender of this Agreementits Note.

Notes. (a) If requested The Ratable Loan and Swingline Loans made by any Bank, the Revolving Loans of such each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note promissory note of Borrower payable to in the order form of such Bank EXHIBIT B duly completed and executed by Borrower, in a the principal amount equal to the amount of such Bank’s Revolving Credit Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or replaced (including12.05, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit NotesRatable Loan Note”). (b) If requested by . The Bid Rate Loans of the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit Note single global promissory note of Borrower in the form of EXHIBIT C, duly completed and executed by Borrower, in the principal amount of Five Hundred Million Dollars ($500,000,000), subject to adjustment pursuant to Section 2.16(c) payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, or, in the case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the order Bank making such Bid Rate Loan at the earlier of the Swingline expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank in a principal amount equal is hereby authorized by Borrower to endorse on the schedule attached to the Swingline CommitmentRatable Loan Note held by it, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower advance, and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error. (d) The , be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from Borrower in or any Bank to make such notations with respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower therein recorded; provided, however, that the failure of any Bank under this Agreement or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementNotes.

Notes. (ai) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (bii) If requested The Synthetic Lease Loans made by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Lessor substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its Synthetic Lease Loan Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (cb) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan made by it each Lender to Borrower the Company or the Lessor (as the case may be), and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of the Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, PROVIDED that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or endorsement shall not affect the obligations of the Company or the Lessor (as the case may be) to make a payment when due of any mistake amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Bank Note. (c) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such recordation. The books Lender's relevant Commitment, Loans and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register Notes pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken togetherSECTION 13.06(B) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofhereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any BankThe Borrowers’ obligation to pay the principal of, and interest on, the Revolving Loans of such Bank Term Loan made to Borrower it by each Lender shall be evidenced by a promissory note substantially in the form of Exhibit A attached hereto, dated the Funding Date and with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). Upon the request of any applicable Lender, the Borrowers shall execute and deliver to such Lender a separate promissory note for each applicable Incremental Term Loan or for the Revolving Credit Loan Facility, each dated the closing date of such Incremental Term Loan or Revolving Loan Facility, or, if later, the date of such request, in the principal amount of such Lender’s pro rata share of such Incremental Term Loan Commitment or Revolving Loan Commitment, as applicable. (b) The Note of Borrower issued to each Lender pursuant to clause (a) shall (i) be executed by the Borrowers, (ii) be payable to the order of such Bank Lender or such Lender’s assigns, (iii) be in a the stated principal amount equal to the amount Loan made by such Lender on date of such Bank’s Revolving Credit CommitmentNote, each of which Revolving Credit Notes shall (iv) be payable as provided in substantially the form of Exhibit A-1 attached hereto Section 3.1, (v) accrue interest as provided in Section 3.2 and incorporated herein by reference (with appropriate insertionsvi) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable entitled to the order benefits of this Agreement and the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)other Loan Documents. (c) Each Bank Lender shall record in its books and records the date, amount, Type amount and Interest Period date of (if anyi) of each the Term Loan made by it such Lender to Borrower the Borrowers on the Funding Date and the date and amount of each payment of principal and/or interest any Incremental Term Loans or Revolving Loans made by Borrower with respect thereto; providedsuch Lender to the Borrowers on the respective closing dates therefor, however, that and (ii) each repayment date of the obligation of Borrower Loans made pursuant to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation(i). The books and records of each Bank showing the account between such Bank and Borrower shall aggregate unpaid principal amount so recorded shall, absent manifest error, be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the principal amount of the Loan owing and unpaid. The failure to so record any principal such amount or interest due and payable or to become due and payable from Borrower to each Bank hereunder any error in respect of each so recording any such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; providedshall not, however, that the failure of any Bank limit or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner otherwise affect the obligation Obligations of Borrower the Borrowers hereunder or under the Note to repay (the principal amount of the Loan hereunder, together with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementinterest accruing thereon.

Notes. (a) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of the Borrower in substantially the form of EXHIBIT C-1 hereto, dated the Closing Date, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Revolving Credit Commitment, Loans Commitment as originally in effect and otherwise duly completed; the Tranche A Term Loans made by each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note single promissory note of the Borrower in the form of EXHIBIT C-2 hereto, dated the Closing Date, payable to the order of the Swingline Bank such Lender in a principal amount equal to its Tranche A Term Loan Commitment as originally in effect and otherwise duly completed; and the Swingline Commitment, which Swingline Note Tranche B Term Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-2 EXHIBIT C-3 hereto, dated the Closing Date, payable to the order of such Lender in a principal amount equal to its Tranche B Term Loan Commitment as originally in effect and otherwise duly completed. Each Lender is hereby authorized by the Borrower to endorse on the schedule (or a continuation thereof) attached hereto and incorporated herein by reference (to each Note of such Lender, to the “Swingline Note”). (c) Each Bank shall record in its books and records extent applicable, the date, amount, amount and Type of and the Interest Period (if any) of for each Loan made by it such Lender to the Borrower hereunder and the date and amount of each payment or prepayment of principal and/or interest made of such Loan received by Borrower with respect theretosuch Lender; providedPROVIDED, howeverHOWEVER, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of by such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each Borrower under such Loan, (ii) the amount of any principal Note or interest due and payable or to become due and payable from Borrower to each Bank hereunder this Agreement in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofLoan. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the Revolving The Loans of such each Bank to Borrower shall be evidenced by ----- a Revolving Credit single Syndicated Dollar Note, a single Syndicated Foreign Currency Note, a single Dollar Money Market Note, and a single Foreign Currency Money Market Note of Borrower executed and delivered by each Borrower, each payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit 's Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline . The Swing Loans shall be evidenced by a Swingline Credit Note of Borrower single Swing Loan Note, payable to the order of Wachovia in the Swingline Bank in a original principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)$30,000,000. (cb) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank (or Wachovia, with respect to the Swing Loan Note) shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided, howeverwhether such Loan is a Base Rate Loan, that Euro- Dollar Loan or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute Foreign Currency, and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records schedules of each Bank showing the account between such Bank and Borrower Note shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), principal amounts owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Note; provided, however, provided that the failure of any Bank to make any -------- such recordation or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, endorsement shall not in any manner affect the obligation of any Borrower hereunder or under the Notes or the ability of any Bank to repay (with applicable interest) the Loans made assign its Notes. Each Bank is hereby irrevocably authorized by each Borrower so to Borrower by endorse its Notes and to attach to and make a part of any Note a continuation of any such Bank in accordance with the terms of this Agreementschedule as and when required.

Notes. (ai) If Each Term Loan made by each Term Lender shall, if requested by any Banksuch Term Lender, the Revolving Loans of such Bank to Borrower shall be evidenced by a Revolving Credit Note single promissory note of the Borrower in substantially the form of Exhibit B-1 (each, a “Term Note”), dated, in the case of (A) any Term Lender party hereto as of the date of this Agreement, as of the date of the initial Borrowing or (B) any Term Lender that becomes a party hereto pursuant to an Assignment, as of the effective date of the Assignment, payable to such Term Lender in an aggregate principal amount equal to its Term Loan. (ii) The Revolving Loans made by each Revolving Lender shall, if requested by such Revolving Lender, be evidenced by a single promissory note of the order Borrower in substantially the form of Exhibit B-2 (each, a “Revolving Note”), dated, in the case of (A) any Revolving Lender party hereto as of the date of this Agreement, as of the date the initial Borrowing or (B) any Revolving Lender that becomes a party hereto pursuant to an Assignment, as of the effective date of the Assignment, payable to such Bank Revolving Lender in a principal amount equal to its Revolving Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, event that any Revolving Lender’s Maximum Credit Note issued in full Amount increases or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bankdecreases for any reason (whether pursuant to Section 2.6, Section 10.2(b) or otherwise), the “Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank such Revolving Lender in a principal amount equal to its Revolving Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed and the Swingline Commitment, which Swingline affected Revolving Lender shall promptly deliver the Revolving Note shall be in substantially being replaced to the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the Borrower. The date, amount, Type interest rate and Interest Period (if any) of each Revolving Loan made by it to Borrower each Revolving Lender, and all payments made on account of the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Revolving Lender on its books for its Revolving Note, notwithstanding and, prior to any failure of transfer, may be endorsed by such Bank Lender on a schedule attached to such Revolving Note or any continuation thereof or on any separate record maintained by such Revolving Lender. Failure to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable notation or to become due and payable from Borrower to each Bank hereunder attach a schedule shall not affect any Revolving Lender’s or the Borrower’s rights or obligations in respect of each such Loan Revolving Loans or affect the validity of such transfer by any Revolving Lender of its Revolving Note. Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and (iii) to the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made related Loan, as set forth in the booksRegister, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, in no event shall any Note be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank considered a bearer instrument or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementobligation.

Notes. (a) If requested by any Bank, The Committed Loans and the Revolving Bid ----- Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit Note of Borrower one or more notes (the Committed Loan Notes and the Bid Loan Notes, respectively) payable to the order of such Bank for the account of its Applicable Lending Office in a principal an amount equal to the aggregate unpaid principal amount of such Bank’s Revolving Credit Commitment's Loans. (b) Each Bank may, each by notice to the Borrower and the Agent, request that its Loans of which Revolving Credit Notes a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A-1 attached or A-2 hereto with ----------- --- appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such ---- Bank shall be deemed to refer to and incorporated herein by reference (with appropriate insertions) (collectivelyinclude any or all of such Notes, as the same context may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)require. (c) Upon receipt of each Bank's Committed Loan Note or Bid Loan Note pursuant to Section 3.1(a), the Agent shall forward such Committed Loan Note or Bid Loan Note to such Bank. Each Bank shall record in its books and records the date, amount, Type type and Interest Period (if any) maturity of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Committed Loan Note or Bid Loan Note, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such any -------- ---- Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower endorsement shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of not affect the obligations of the Borrower therein recorded; provided, however, that hereunder or under the failure Committed Loan Note or Bid Loan Note. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Committed Loan Note or Bid Loan Note and to attach to and make a part of its Committed Loan Note or Bid Loan Note a continuation of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, schedule as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementand when required.

Notes. (a) If requested The Revolving Credit Loans (other than Registered Loans) made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested The Term Loans (other than Registered Loans) made by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its Term Loan Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan of each Class made by it each Lender to Borrower the Company, and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein Company to make a payment when due of any amount owing hereunder or under such Note in the absence respect of manifest errorsuch Loans. (d) The Administrative Agent No Lender shall maintain the Register be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Section 9.09(h12.06 hereof and except as provided in Section 2.08(e) hereof (and, if requested by any Lender, the Company agrees to so exchange any Note), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in Notwithstanding the booksforegoing, records any Lender that is not a U.S. Person and Register and subaccounts maintained pursuant to is not a "bank" within the meaning of Section 2.03(c881(c)(3)(A) of the Code may request the Company (and, if consistent with the entries of through the Administrative Agent), Section 2.03(d)) shalland the Company agrees thereupon, to record on the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure Register referred to in Section 12.06(g) hereof any Loans of any Bank Class held by such Lender under this Agreement. Loans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the Company. The Company agrees, at the request of any Lender Credit Agreement that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans (i.e., containing the optional registered note language as indicated in Exhibit A-1 or the Administrative Agent to maintain such account, such Register or such subaccountA-2 hereto, as applicablethe case may be) and registered as provided in Section 12.06(g) hereof (herein, or any error thereina "Registered Note"), shall dated the date hereof, payable to such Lender and otherwise duly completed. A Loan once recorded on the Register may not in any manner affect be removed from the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementRegister so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (a) If requested The Tranche A Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender under Section 2.01(a) shall be evidenced by a Revolving Credit Note single promissory note executed by the Lessor in substantially the form of Borrower EXHIBIT B (individually a "TRANCHE A NOTE" and collectively the "TRANCHE A NOTES"), dated as of the date such Lender becomes a party to this Agreement, payable to the order of such Bank Lender in a principal amount equal to the maximum amount of such Bank’s Revolving Credit Commitmentits Tranche A Loan Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche A Loan made by each Lender, each and all payments made on account of which Revolving Credit Notes the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of its Tranche A Note, on the schedules attached to its Tranche A Note or any continuation thereof. (b) The Tranche B Loans made by each Lender under Section 2.01(a) shall be evidenced by a single promissory note executed by the Lessor, in substantially the form of Exhibit A-1 attached hereto EXHIBIT C (individually a "TRANCHE B NOTE" and incorporated herein by reference (with appropriate insertions) (collectively, as collectively the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank"TRANCHE B NOTES"), dated as of the “Revolving Credit Notes”). (b) If requested by the Swingline Bankdate such Lender becomes a party to this Agreement, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitmentmaximum amount of its Tranche B Loan Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche B Loan made by each Lender, which Swingline Note and all payments made on account of the principal thereof, shall be in substantially recorded by such Lender on its books and, prior to any transfer of its Tranche B Note, on the form of Exhibit A-2 schedules attached hereto and incorporated herein by reference (the “Swingline Note”)to its Tranche B Note or any continuation thereof. (c) Each Bank shall record Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of its Note, the Lessor will issue, in its books and records the datelieu thereof, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein replacement Note in the absence same principal amount thereof and otherwise of manifest errorlike tenor. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Loan made by any Bank, the Revolving Loans of such each Bank to Borrower under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of the applicable Borrower in the form of EXHIBIT C-1 for Dolphin LLC, EXHIBIT C-2 for Fairlane LLC and EXHIBIT C-3 for TOLLC, duly completed and executed by a Revolving Credit Note of Borrower payable to the order of such Bank applicable Borrower, in a principal amount equal to the amount of such Bank’s Revolving Credit CommitmentLoan Commitment allocable to such Borrower, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, substituted, renewed or restated from time to time, including any substitute or replaced (includingadditional note(s) pursuant to Section 2.19, without limitation3.07 or 12.05, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank)“Note”; all such notes, collectively, the “Revolving Credit Notes”). (b) If requested . The Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by each Borrower to endorse on the Swingline Bankschedule attached to the Notes held by it, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower advance, and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Loan, which endorsement shall, in the absence of manifest error. (d) , be conclusive as to the outstanding balance of the Loan made by such Bank. The Administrative Agent failure by any Bank to make such notations with respect to its Loan or each advance or payment shall maintain not limit or otherwise affect the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount obligations of any principal Borrower under this Agreement, the Notes or interest due and payable or to become due and payable from Borrower to each Bank hereunder otherwise in respect of each such Loan and (iii) the amount Loans. In case of any sum received by the Administrative Agent hereunder from Borrower in respect loss, theft, destruction or mutilation of each such Loan and each any Bank’s share thereof. (e) The entries made in Note, the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) applicable Borrower shall, upon its receipt of an affidavit of an officer of such Bank as to the extent permitted by applicable lawsuch loss, be prima facie evidence of the existence theft, destruction or mutilation and amounts of the obligations of Borrower therein recorded; providedan appropriate indemnification (in form and substance reasonably acceptable to such Borrower), however, that the failure of any Bank or the Administrative Agent execute and deliver a replacement Note to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms same principal amount and otherwise of this Agreementlike tenor as the lost, stolen, destroyed or mutilated Note.

Notes. Register. (ai) If requested by At the request of any BankRevolving Credit --------------- Lender, the Revolving Credit Loans of made by such Bank to Borrower Revolving Credit Lender shall be evidenced by a Revolving Credit Note one or more promissory notes of Borrower payable to the order of such Bank Borrower, substantially in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto A-1, dated the Closing Date, payable to such Lender and incorporated herein by reference otherwise ----------- duly completed. (with appropriate insertionsii) (collectively, as At the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, request of any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank)Lender, the “Revolving Credit Notes”)Tranche A Term Loans made by such Tranche A Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-2 dated the Closing ----------- Date, payable to such Lender and otherwise duly completed. (iii) At the request of any Lender, the Tranche B Term Loans made by such Tranche B Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-3 dated the Closing ----------- Date, payable to such Lender and otherwise duly completed. (b) If requested The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to Borrower, and each payment made on account of the Swingline Bankprincipal thereof, the Swingline Loans shall be evidenced recorded by a Swingline Credit such Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, -------- ------- that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of Borrower payable to the order make a payment when due of the Swingline Bank in a principal any amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline owing hereunder or under such Note”). (c) Each Bank shall Borrower hereby designates Administrative Agent to serve as its agent, solely for purposes of this Section 2.08, to maintain a register (the "Register") on which it will record in its books the name and records the date, amount, Type and Interest Period (if any) address of each Loan Lender, the --------- Commitment from time to time of each of the Lenders, the principal amount of the Loans made by it to Borrower each of the Lenders and each repayment in respect of the date and principal amount of the Loans of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender. Failure to make any such recordation or any mistake by error in such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower recordation shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder not affect Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) Loans. The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, shall be prima facie evidence of the existence Borrower's Loans, and amounts of the obligations of Borrower therein recorded; providedBorrower, however, that the failure of any Bank or the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Credit Documents, notwithstanding any notice to maintain such account, such the contrary. The Register or such subaccount, as applicable, shall be available for inspection by Borrower or any error therein, shall not in Lender at any manner affect the obligation of Borrower reasonable time and from time to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementtime upon reasonable prior notice.

Notes. (a) If requested by any Bank, the Revolving The Syndicated Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Syndicated Dollar Loan Note in an amount equal to the original principal amount of Borrower such Bank's Commitment and a single Foreign Currency Loan Note, each payable to the order of such Bank in a principal amount equal to for the amount account of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)its Lending Office. (b) If requested The Money Market Loans made by any Bank to the Swingline Bank, the Swingline Loans Borrower shall be evidenced by a Swingline Credit single Money Market Loan Note of Borrower payable to the order of such Bank for the Swingline Bank account of its Lending Office in a principal an amount equal to the Swingline Commitment, which Swingline Note shall be in substantially original principal amount of the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided, howeverwhether such Loan is a Base Rate Loan, that Euro-Dollar Loan or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute Foreign Currency, and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records schedules of each Bank showing the account between such Bank and Borrower Bank's Notes shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), principal amounts owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Notes; provided, however, provided that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablemake, or any error thereinin making, any such recordation or endorsement shall not in any manner affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to repay (with applicable interest) assign its Notes. Each Bank is hereby irrevocably authorized by the Loans made Borrower so to Borrower by endorse its Notes and to attach to and make a part of any Note a continuation of any such Bank in accordance with the terms of this Agreementschedule as and when required.

Notes. The Revolving Credit Loans (aother than Swing Line Loans) If requested made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of the Borrower in substantially the form of EXHIBIT A-1 hereto, dated (i) the Closing Date or (ii) the effective date of an Assignment and Acceptance pursuant to Section 12.06(a), payable to the order of such Bank Lender in a principal amount equal to its Maximum Revolving Credit Amount as in effect and otherwise duly completed and such substitute Revolving Credit Notes as required by Section 12.06(a). The Revolver Term Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of EXHIBIT A-2, dated as of (i) the Closing Date or (ii) the effective date of an Assignment and Acceptance pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Revolver Term Commitment and otherwise duly completed and such substitute Revolver Term Notes as required by Section 12.06(a). The date, amount, Type, interest rate and Interest Period of each Loan 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 Notes, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notes. The Swing Line Loans made by the Swing Line Lender shall be evidenced by a single promissory note of the Borrower substantially in the form of EXHIBIT A-3, dated the Closing Date, payable to the order of the Swing Line Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto Swing Line Commitment and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ai) If requested The Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (bii) If requested The Synthetic Lease Loans made by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Lessor substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its Synthetic Lease Loan Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (cb) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan made by it each Lender to Borrower the Company or the Lessor (as the case may be), and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of the Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, PROVIDED that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or endorsement shall not affect the obligations of the Company or the Lessor (as the case may be) to make a payment when due of any mistake amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Bank Note. (c) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such recordation. The books Lender's relevant Commitment, Loans and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register Notes pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together13.06(b) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofhereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Banka Lender, the Revolving Loans of such Bank to Borrower Lender shall be evidenced by a Revolving Credit Note separate revolving promissory notes of Borrower payable to in favor of the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be Lenders in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Loan Notes”). (b) If requested by , and the Swingline Bank, the Swingline Swing Line Loans of such Lender shall be evidenced by a Swingline Credit the Swing Line Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached A-3 hereto and incorporated herein by reference (the “Swingline Swing Line Note”). , each initially dated as of the Effective Date and completed with appropriate insertions (c) Each Bank collectively, the Revolving Loan Notes, the Swing Line Note, any substitute or replacement notes therefor and any new Revolving Loan Notes issued in connection with the increase of the Revolving Commitment, pursuant to §2.9 of this Agreement, the “Notes”). A Revolving Loan Note shall record be payable to each Revolving Lender in its books and records the dateprincipal face amount equal to such Lender’s Revolving Commitment, amountor, Type and Interest Period (if any) less, the outstanding amount of each Loan all Revolving Loans made by it such Lender, plus interest accrued thereon, as set forth below. The Swing Line Note shall be payable to Borrower and the date and Swing Line Lender in the principal face amount equal to the Swing Line Commitment, or, if less, the Outstanding amount of each all Swing Line Loans made by Swing Line Lender, plus interest accrued thereon, as set forth in §2.1(c)(ii). Each such Note shall be issued by Borrower to the applicable Lender and shall be duly executed and delivered by an authorized officer of Borrower. Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment of principal and/or interest made by Borrower with respect thereto; providedthereof, however, that an appropriate notation on Agent’s Record reflecting the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure making of such Bank to make any Loan or the receipt of such recordation or any mistake by such Bank in connection with any such recordationpayment. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence Outstanding amount of the items Loans set forth therein in the absence of manifest error. (d) The Administrative Agent on Agent’s Record shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence principal amount thereof owing and amounts of the obligations of Borrower therein recorded; providedunpaid to each Lender, however, that but the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablerecord, or any error thereinin so recording, any such amount on Agent’s Record shall not in any manner limit or otherwise affect the obligation obligations of Borrower Borrower, hereunder or under any Note to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms make payments of this Agreementprincipal of or interest on any Note when due.

Notes. (a) If requested The Loans made by any Bank, each Bank and Local Affiliate and the Revolving Loans Letters of such Bank to Borrower Credit issued by the Issuing Agent shall be evidenced by a Revolving Credit Note of Borrower payable to the order of one or more accounts or records maintained by such Bank or the Issuing Agent, as the case may be, in a principal amount equal the ordinary course of business. The accounts or records maintained by the Issuing Agent and each Bank shall be conclusive in the absence of manifest error as to the amount of such Bank’s Revolving the Loans made by the Banks to the Borrowers and the Letters of Credit Commitmentissued for the account of the Borrowers, each and the interest and payments thereon. Any failure to record or any error in doing so shall not, however, limit or otherwise affect the obligation of which Revolving Credit Notes shall be in substantially the form Borrowers hereunder to pay any amount owing with respect to any Loan or any Letter of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)Credit. (b) If requested Each Borrower's obligation to pay the principal of, and interest on, all Loans made by the Swingline Banka Bank or its Local Affiliate to such Borrower shall, the Swingline Loans shall upon request by such Bank or its Local Affiliate, be evidenced (i) if Revolving Loans, by a Swingline Credit Note of promissory note duly executed and delivered to such Bank by such Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and incorporated herein (ii) if Local Currency Loans, by reference a promissory note duly executed and delivered by such Borrower to such Bank or its Local Affiliate substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Local Currency Note" and, collectively, the “Swingline Note”"Local Currency Notes"). (c) Each Bank shall record in will, and will cause its books and Local Affiliates, if any, to, note on its or such Local Affiliate's internal records the date, amount, Type and Interest Period (if any) amount of each Loan made by it or such Local Affiliate, as the case may be, and each payment and conversion in respect thereof and will prior to Borrower and any transfer of any of its Notes or such Local Affiliate's Notes, if any, endorse, or cause its Local Affiliates to endorse, on the date and reverse side thereof the outstanding principal amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Loans evidenced thereby. Failure to make any such recordation or notation shall not affect any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder Borrower's obligations in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofLoans. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by any Bank, the Any Lender may request that 364-Day Revolving Loans of such Bank to Borrower shall and ----- Term Loan made by it be evidenced by a Revolving Credit promissory note (each a "364-Day Note") ------------ in substantially the form of Exhibit C-1. In such event, the Borrower shall prepare, execute and deliver to such Lender a 364-Day Note of Borrower payable to the order of such Bank Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank)C-1. Thereafter, the “364-Day Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be and Term Loans evidenced by a Swingline Credit such 364-Day Note of Borrower and interest thereon shall at all times (including after assignment pursuant to Section 9.12) be represented by one or more 364-Day Notes in such form payable to the order of the Swingline Bank in payee named therein (or, if such 364-Day Note is a principal amount equal registered note, to the Swingline Commitment, which Swingline Note shall such payee and its registered assigns). Any Lender may request that 3-Year Revolving Loans made by it be evidenced by a promissory note (each a "3-Year Note") in substantially the form ----------- of Exhibit A-2 attached hereto C-2. In such event, the Borrower shall prepare, execute and incorporated herein by reference (deliver to such Lender a 3-Year Note payable to the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure order of such Bank to make any such recordation or any mistake Lender (or, if requested by such Bank in connection with any Lender, to such recordation. The books Lender and records of each Bank showing the account between such Bank its registered assigns) and Borrower shall be conclusive evidence of the items set forth therein in the absence form of manifest error. Exhibit C-2. Thereafter, the 3-Year Revolving Loans evidenced by such 3- Year Note and interest thereon shall at all times (d) The Administrative Agent shall maintain the Register including after assignment pursuant to Section 9.09(h), and a subaccount for each Bank, 9.12) be represented by one or more 3-Year Notes in which Register and subaccounts such form payable to the order of the payee named therein (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (andor, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shallsuch 3-Year Note is a registered note, to the extent permitted by applicable law, be prima facie evidence of the existence such payee and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.its registered assigns)

Notes. (a) If requested by any Bank, the Revolving The Syndicated Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit single Syndicated Dollar Loan Note of Borrower payable to the order of such Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank’s Revolving Credit Commitment's Commitment and a single Foreign Currency Loan Note from each of Russell Corporation and Russell Europe Limited, each payable to the o▇▇▇▇ ▇▇ such Bank for th▇ ▇▇▇▇▇nt of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline its Lending Office. The Swing Loans shall be evidenced by a Swingline Credit single Swing Loan Note of Borrower payable to the order of Wachovia in the Swingline Bank in a original principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)$15,000,000. (cb) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Bank. Each Bank shall record in record, and prior to any transfer of its books and records Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amountamount and maturity of, Type and Interest Period (if any) of effective interest rate for, each Loan made by it to Borrower and it, the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided, howeverwhether such Loan is a Base Rate Loan, that Euro-Dollar Loan or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute Foreign Currency, and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records schedules of each Bank showing the account between such Bank and Borrower Bank's Notes shall be conclusive constitute rebuttable presumptive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), respective principal amounts owing and a subaccount for each unpaid on such Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded's Notes; provided, however, provided that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicablemake, or any error thereinin making, any such recordation or endorsement shall not in any manner affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to repay (with applicable interest) assign its Notes. Each Bank is hereby irrevocably authorized by the Loans made Borrower so to Borrower by endorse its Notes and to attach to and make a part of any Note a continuation of any such Bank in accordance with the terms of this Agreementschedule as and when required.

Notes. (a) If requested by any Bank, the Revolving The Loans of such Bank each Lender to each Borrower shall be evidenced by a Revolving Credit single Note of such Borrower payable to the order of such Bank Lender for the account of its Applicable Lending Office in a principal an amount equal to the aggregate unpaid principal amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)Lender's Loans. (b) If requested Each Lender may, by notice to either Borrower and the Swingline BankAgent, the Swingline request that its Loans shall of a particular Type or Class to such Borrower be evidenced by a Swingline Credit separate Note of Borrower payable to the order of the Swingline Bank in a principal an amount equal to the Swingline Commitment, which Swingline aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A-2 attached A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type or Class. Each reference in this Agreement to the "Note" of such Lender shall be deemed to refer to and incorporated herein by reference (include any or all of such Notes, as the “Swingline Note”)context may require. (c) Upon receipt of each Lender's Notes pursuant to Section 3.01, the Agent shall forward such Notes to such Lender. Each Bank Lender shall record in its books and records the date, amount, Type and Interest Period (if any) Class of each Loan made by it to each Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of its Note of either Borrower, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to such Borrower then outstanding; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank any Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicableendorsement, or any error thereinin making such recordation or endorsement, shall not in any manner affect the obligation obligations of either Borrower hereunder or under the Notes or any other Loan Document. Each Lender is hereby irrevocably authorized by each Borrower so to repay (with applicable interest) the Loans made endorse its Notes and to Borrower by attach to and make a part of any Note a continuation of any such Bank in accordance with the terms of this Agreementschedule as and when required.

Notes. (a) If requested The Facility A Revolving Credit Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of the Borrower substantially in the form of Exhibit A-1, dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s its Facility A Revolving Credit Commitment, each of which Revolving Credit Notes shall be Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested The Facility B Term Loans made by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of the Borrower substantially in the form of Exhibit A-2, dated the date hereof, payable to the order of the Swingline Bank such lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be its Facility B Term Loan Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan of each Class made by it each Lender to Borrower the Borrower, and the date and amount of each payment made on account of the principal and/or interest made by Borrower with respect thereto; providedthereof, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditionalrecorded by such Lender on its books and, notwithstanding prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that -------- the failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein Borrower to make a payment when due of any amount owing hereunder or under such Note in the absence respect of manifest errorsuch Loans. (d) The Administrative Agent No Lender shall maintain the Register be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) 12.06 (and, if consistent with requested by any Lender, the entries of the Administrative Agent, Section 2.03(dBorrower agrees to so exchange any Note)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Tranche A Advances made by any Bank, the Revolving Loans of such Bank to Borrower Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the ReadyCap substantially in the form of Exhibit A-1 hereto (the “Tranche A Note”), dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be $187,000,000 as in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may effect from time to time be amendedtime, modifiedand otherwise duly completed. The Lender shall have the right to have its Tranche A Note subdivided, extended, renewed, restated by exchange for promissory notes of lesser denominations or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise. (b) If requested The Tranche B Advances made by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower S▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit A-2 hereto (the “Tranche B Note”), dated the date hereof, payable to the order of the Swingline Bank Lender in a principal amount equal to the Swingline Commitmentamount of $63,000,000 as in effect from time to time, which Swingline and otherwise duly completed. The Lender shall have the right to have its Tranche B Note shall be in substantially the form subdivided, by exchange for promissory notes of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)lesser denominations or otherwise. (c) Each Bank The date, amount and interest rate of each Advance made by the Lender to the Borrowers, and each payment made on account of the principal thereof, shall record in be recorded by the Lender on its books and records and, prior to any transfer of a Note, endorsed by the date, amount, Type and Interest Period (if any) of each Loan made by it Lender on the schedule attached to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect theretosuch Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank the Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant Borrowers to Section 9.09(h), and make a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount payment when due of any principal amount owing hereunder or interest due and payable or to become due and payable from Borrower to each Bank hereunder under the Note in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofAdvances. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Loans made by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Borrowers substantially in the form of Exhibit A hereto (each, a “Note”, collectively, the “Notes”), dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the lesser of (i) the amount of the Commitment of such Bank’s Revolving Credit CommitmentLender and (ii) the aggregate unpaid principal amount of all Loans made by such Lender and otherwise duly completed. Each Lender shall have the right to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise. Simultaneously with the execution of its Note hereunder, each Lender shall return to the Borrowers the promissory note delivered to such Lender under the Existing Loan Agreement, which shall have been marked “cancelled”. (b) The date, amount and interest rate of which Revolving Credit Notes shall be in substantially each Loan made by each Lender to the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelyBorrowers, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement all Loans made under the Existing Loan Agreement, and each payment made on account of an existing Revolving Credit Note as a result of an assignment by a Bank)the principal thereof, the “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced recorded by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in such Lender on its books and records and, prior to any transfer of its Note, endorsed by such Lender on the date, amount, Type and Interest Period (if any) of each Loan made by it schedule attached to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect theretoits Note or any continuation thereof; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant Borrowers to Section 9.09(h), and make a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount payment when due of any principal amount owing hereunder or interest due and payable or to become due and payable from Borrower to each Bank hereunder under its Note in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this AgreementLender.

Notes. (a) If requested The Competitive Loans made by any Bank, the Revolving Loans of such each Competitive Bid Bank to Borrower shall be evidenced by a single Competitive Note duly executed on behalf of the Company, dated the date of this Agreement, in substantially the form attached hereto as Exhibit A-1 with the blanks appropriately filled, payable to the order of such Competitive Bid Bank in a principal amount equal to the Total Commitment. The Revolving Credit Loans made by each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of Borrower the Company, dated the date of this Agreement, in substantially the form attached hereto as Exhibit A-2 with the blanks appropriately filled, payable to the order of such Bank in a principal amount equal to the amount Revolving Credit Commitment of such Bank’s . The outstanding principal balance of each Revolving Credit CommitmentLoan and each Competitive Loan, each of which Revolving Credit Notes as evidenced by the relevant Note, shall be payable on the last day of the Interest Period applicable to such Loan. Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in substantially the form of Exhibit A-1 attached hereto Section 3.01 hereof. Each Bank shall, and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested is hereby authorized by the Swingline BankCompany to, endorse on the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable schedule attached to the order relevant Note held by such Bank (or on a continuation of such schedule attached to each such Note and made a part thereof) an appropriate notation evidencing the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date Borrowing Date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make Bank, each payment or prepayment (including any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register deemed repayment pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any2.06 hereof) of each such Loan, (ii) the amount principal of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each other information provided for on such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedschedule; provided, however, that the failure of any Bank or the Administrative Agent to maintain make such account, such Register or such subaccount, as applicable, a notation or any error therein, therein shall not in any manner affect the obligation of Borrower the Company to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementthe relevant Note.

Notes. (a) If requested by any Bank, the The Revolving Credit Loans of such each Bank to Borrower shall be evidenced by a Revolving Credit Note of Borrower dated the date hereof and payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be its Commitment in substantially the form of Exhibit A-1 A attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, modified extended or renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit "Notes”"). (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type type and Interest Period (if any) maturity of each Revolving Credit Loan made by it to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the schedules forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Revolving Credit Loan then outstanding; provided, however, that the obligation of Borrower to repay each Revolving Credit Loan made by a Bank to Borrower under this Agreement hereunder shall be absolute and unconditional, notwithstanding any failure of such any Bank to make any such recordation or endorsement or any mistake by such any Bank in connection with any such recordationrecordation or endorsement. Each Bank is hereby irrevocably authorized by Borrower to so endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. The books and records of each Bank (including, without limitation, the schedules attached to its Note) showing the account between such Bank and Borrower shall be conclusive admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested by Upon the request of any BankLender made through the Administrative Agent, the Revolving Loans of made by such Bank to Borrower Lender shall be evidenced by a Revolving Credit Note revolving note duly executed on behalf of Borrower the Borrowers, dated the Effective Date, in substantially the form attached hereto as Exhibit B-1, payable to the order of such Bank Lender in a an aggregate principal amount equal to the amount of such BankLender’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) If requested The Swingline Loans made by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note swingline note duly executed on behalf of Borrower the Borrowers, dated the Effective Date, in substantially the form attached hereto as Exhibit B-2 payable to the order of the Swingline Bank Lender in a an aggregate principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)$10,000,000. (c) Each Bank 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 its books and records the datesuch Lender’s internal records, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount each payment of interest on any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each other information provided for on such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recordedschedule; provided, however, that the failure of any Bank or the Administrative Agent Lender to maintain make such account, such Register or such subaccount, as applicable, a notation or any error therein, therein shall not in any manner affect the obligation of Borrower the Borrowers to repay (with applicable interest) the Loans made to Borrower by such Bank Lender in accordance with the terms of this AgreementAgreement 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 Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

Notes. (a) If requested The Tranche A Advances made by any Bank, the Revolving Loans of such Bank to Borrower Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the ReadyCap substantially in the form of Exhibit A-1 hereto (the “Tranche A Note”), dated the date hereof, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be $187,000,000 as in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may effect from time to time be amendedtime, modifiedand otherwise duly completed. The Lender shall have the right to have its Tranche A Note subdivided, extended, renewed, restated by exchange for promissory notes of lesser denominations or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise. (b) If requested The Tranche B Advances made by the Swingline Bank, the Swingline Loans Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower ▇▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit A-2 hereto (the “Tranche B Note”), dated the date hereof, payable to the order of the Swingline Bank Lender in a principal amount equal to the Swingline Commitmentamount of $63,000,000 as in effect from time to time, which Swingline and otherwise duly completed. The Lender shall have the right to have its Tranche B Note shall be in substantially the form subdivided, by exchange for promissory notes of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”)lesser denominations or otherwise. (c) Each Bank The date, amount and interest rate of each Advance made by the Lender to the Borrowers, and each payment made on account of the principal thereof, shall record in be recorded by the Lender on its books and records and, prior to any transfer of a Note, endorsed by the date, amount, Type and Interest Period (if any) of each Loan made by it Lender on the schedule attached to Borrower and the date and amount of each payment of principal and/or interest made by Borrower with respect theretosuch Note or any continuation thereof; provided, however, provided that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank the Lender to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing endorsement shall not affect the account between such Bank and Borrower shall be conclusive evidence obligations of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant Borrowers to Section 9.09(h), and make a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount payment when due of any principal amount owing hereunder or interest due and payable or to become due and payable from Borrower to each Bank hereunder under the Note in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofAdvances. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (a) If requested The Facility A Loans made (or continued, as the case may be) by any Bank, the Revolving Loans of such Bank to Borrower each Lender shall be evidenced by a Revolving Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the Effective Date, payable to the order of such Bank Lender in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be its Facility A Commitment as originally in substantially the form of Exhibit A-1 attached hereto effect and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”)otherwise duly completed. (b) If requested The Facility B Loan made (or continued, as the case may be) by the Swingline Bank, the Swingline Loans each Lender shall be evidenced by a Swingline Credit Note single promissory note of Borrower the Company substantially in the form of Exhibit A-2 hereto, dated the Effective Date, payable to the order of the Swingline Bank such Lender in a principal amount equal to the Swingline Commitment, which Swingline Note shall be amount of its Facility B Commitment as originally in substantially the form of Exhibit A-2 attached hereto effect and incorporated herein by reference (the “Swingline Note”)otherwise duly completed. (c) Each Bank shall record in its books and records the The date, amount, Type Type, interest rate and duration of Interest Period (if anyapplicable) of each Loan of each Class made by it to Borrower each Lender, and the date and amount of each payment made on account of the principal and/or interest made thereof, shall be recorded by Borrower with respect theretosuch Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule CREDIT AGREEMENT attached to such Note or any continuation thereof; provided, however, PROVIDED that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank Lender to make any such recordation or endorsement or an error therein shall not affect the obligations of the Company to make a payment when due of any mistake amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest errorNote. (d) The Administrative Agent No Lender shall maintain the Register be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitments, Loans and Notes pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together11.06(b) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereofhereof. (e) The entries made Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility B Loans held by such Lender under this Agreement. Loans recorded on the books, records and Register and subaccounts maintained pursuant to Section 2.03(c("REGISTERED LOANS") (may not be evidenced by promissory notes other than Registered Notes as defined below and, if consistent with upon the entries registration of any Facility B Loan, any promissory note (other than a Registered Note) evidencing the Administrative Agentsame shall be null and void and shall be returned to the Company. The Company agrees, Section 2.03(d)) shallat the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans and registered as provided in Section 11.06(g) hereof (herein, a "REGISTERED NOTE"), dated the extent permitted by applicable lawEffective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register may not be prima facie evidence of removed from the existence Register so long as it remains outstanding and amounts of the obligations of Borrower therein recorded; provided, however, a Registered Note may not be exchanged for a promissory note that the failure of any Bank or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall is not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreementa Registered Note.

Notes. (a) If requested by any At the request of such Bank, the Revolving Loans of such Ratable Loan made by each Bank to Borrower under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a Revolving Credit Note single promissory note of Borrower payable to in the order form of such Bank EXHIBIT B duly completed and executed by Borrower, in a the principal amount equal to the amount of such Bank’s Revolving Credit Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectivelysuch note, as the same may from time to time hereafter be amended, modified, extended, renewedsevered, assigned, renewed or restated from time to time, including any new or replaced (includingsubstitute notes pursuant to Section 2.19, without limitation3.07 or 12.05, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit NotesRatable Loan Note”). (b) If requested by . The Bid Rate Loans of the Swingline Bank, the Swingline Loans Banks shall be evidenced by a Swingline Credit single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and executed by B▇▇▇▇▇▇▇, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated. The outstanding principal amount of Borrower each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the order Bank making such Bid Rate Loan at the earlier of the Swingline expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank in a principal amount equal is hereby authorized by Borrower to endorse on the schedule attached to the Swingline CommitmentRatable Loan Note held by it, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) amount of each Loan made by it to Borrower advance and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake received by such Bank in connection with any such recordation. The books and records of each Bank showing for the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error. (d) The , be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent shall maintain is hereby authorized by Borrower to endorse on the Register pursuant schedule attached to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the Bid Rate Loan Note the amount of any principal or each Term SOFR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest due rate applicable thereto and payable or to become due and payable from Borrower to each Bank hereunder in respect the expiration of each such Loan and the Interest Period applicable thereto (iii) i.e., the amount of any sum received maturity date thereof). The failure by the Administrative Agent hereunder from Borrower in or any Bank to make such notations with respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower therein recorded; provided, however, that under this Agreement or the failure Notes. In case of any loss, theft, destruction or mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such Bank as to such loss, theft, destruction or the Administrative Agent mutilation and an appropriate indemnification, execute and deliver a replacement Note to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms same principal amount and otherwise of this Agreementlike tenor as the lost, stolen, destroyed or mutilated Note.