Common use of Notes Clause in Contracts

Notes. (i) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans made by Subject to the terms and conditions of this Agreement, at the Closing, AIRNET will issue and sell to each Lender shall be evidenced by a single promissory note of the Company substantially INVESTORS one (1) Senior Secured Convertible Note (a "Note"), and each INVESTOR will subscribe for and purchase one (1) such Note from AIRNET. The Note to be issued to SCP will be in the form of EXHIBIT A heretoExhibit D. The Note to be issued to TECORE will be in the form of Exhibit E. (a) Purchase Price for SCP's Note. The purchase price (the "SCP Note Purchase Price") for the Note to be issued to SCP in the form of Exhibit D will be equal to Four Million Dollars ($4,000,000). SCP shall pay the SCP Note Purchase Price, dated subject to adjustment in accordance with Section 13.6, by (i) issuing a credit memorandum to AIRNET pursuant to which the date hereof, outstanding principal balance payable to such Lender SCP under the terms of that certain Bridge Loan Promissory Note payable to SCP shall be deemed satisfied and paid in a principal amount equal to full (but the amount of its Three-Year Facility Revolving Credit Commitment accrued interest thereon shall be deferred, as originally provided in effect and otherwise duly completed; subsection (d) hereinbelow), and (ii) paying the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note unpaid balance of the Company substantially in the form of EXHIBIT B heretoSCP Note Purchase Price by certified check, dated the date hereofcashier's check, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedor wire transfer at Closing. (b) Purchase Price for TECORE's Note. The date, amount, Type, interest rate and duration purchase price (the "TECORE Note Purchase Price") for the Note to be issued to TECORE in the form of Interest Period Exhibit E will be equal to Twelve Million Dollars (if applicable$12,000,000). TECORE shall pay the TECORE Note Purchase Price in accordance with the payment schedule set forth below: (i) An amount equal to Four Million Dollars ($4,000,000) shall be payable by TECORE at Closing by (i) issuing a credit memorandum to AIRNET pursuant to which the outstanding principal balance payable to TECORE under the terms of each that certain Bridge Loan made by each Lender Promissory Note payable to the Company, and each payment made on account of the principal thereofTECORE, shall be recorded by such Lender on its books anddeemed satisfied and paid in full (but the accrued interest thereon shall be deferred as provided in subsection (d) hereinbelow), prior to any transfer of any Note evidencing and (ii) paying the Loans held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations unpaid balance of the Company $4,000,000, subject to make a payment when due of any amount owing hereunder adjustment in accordance with Section 13.6, by certified check, cashier's check, or under such Note in respect of such Loanswire transfer at Closing. (cii) No Lender An amount equal to One Million Dollars ($1,000,000) shall be entitled payable on or prior to June 30, 2003, by wire transfer. (iii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2003, by wire transfer. (iv) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2003, by wire transfer. (v) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 31, 2004, by wire transfer. (vi) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to June 30, 2004, by wire transfer. (vii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2004, by wire transfer. (viii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2004, by wire transfer. (ix) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 30, 2005, by wire transfer. (x) Notwithstanding the foregoing, TECORE shall have the right, exercisable at its Notes substituted or exchanged for option at any reasontime and from time to time, or subdivided for promissory notes to prepay any and all of lesser denominationsthe payments scheduled above; and, except in connection with as a permitted assignment consequence thereof, to enjoy the rights to vote and to the accrual of all or interest, conversion rights, and other rights pertaining thereto, accounting from the date of any portion such prepayment. In the event that TECORE shall fail to pay any installment of such Lenderthe purchase price of TECORE's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof paragraphs (andii)-(ix) within 20 days after the due date, if requested then SCP shall have the right, exercisable within 40 days after such due date, to make the investment by paying the amount of the installment then past due (and any Lendersubsequent installments when due and payable, to the Company agrees extent set forth by SCP in its notice of exercise) instead of TECORE, and AIRNET shall issue a Note to so exchange any NoteSCP, in form similar to the Note issued to SCP at the Closing, in the principal amount of the investment made by SCP. In the event that SCP shall not exercise its right to make an investment instead of TECORE, TECORE shall remain obligated to make the investment(s).

Notes. (ia) The Three-Year Facility If requested by any Bank, the Revolving Credit Loans made by each Lender of such Bank to Borrower shall be evidenced by a single promissory note Revolving Credit Note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Borrower payable to the order of such Lender Bank in a principal amount equal to the amount of its Three-Year Facility such Bank’s Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility 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 made by each Lender shall be evidenced by a single promissory note Swingline Credit Note of Borrower payable to the order of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender Swingline Bank in a principal amount equal to the amount Swingline Commitment, which Swingline Note shall be in substantially the form of its 364-Day Facility Revolving Credit Commitment as originally in effect Exhibit A-2 attached hereto and otherwise duly completedincorporated herein by reference (the “Swingline Note”). (bc) The Each Bank shall record in its books and records the date, amount, Type, interest rate Type and duration of Interest Period (if applicableany) of each Loan made by each Lender it to Borrower and the Company, date and amount of each payment of principal and/or interest made on account by Borrower with respect thereto; provided, however, that the obligation of the principal thereof, Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender Bank to make any such recordation or endorsement 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 not affect the obligations be conclusive evidence of the Company items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to make Section 9.09(h), and a payment when due 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 amount owing principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder or under such Note in respect of each such LoansLoan 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. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reasonThe entries made in the books, 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 records and Note Register and subaccounts maintained pursuant to Section 12.7 hereof 2.03(c) (and, if requested 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 LenderBank 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 Company agrees obligation of Borrower to so exchange any Note)repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (i) The Three-Year Facility Revolving Credit Loans made by each Revolving Lender shall at the request of such Revolving Lender be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-1 hereto, dated (a) the Closing Date, (b) 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 Lender shall be evidenced by a single promissory note of the Company Borrower in substantially in the form of EXHIBIT A Exhibit A-2 hereto, dated the date hereof, Closing Date and payable to such the Swingline Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Swingline Sublimit. The date, amount, Type, interest rate and duration of and, if applicable, Interest Period (if applicable) of each Revolving Loan made by each Lender to the CompanyRevolving Lender, and each payment all payments made on account of the principal thereof, shall be recorded by such Revolving Lender on its books andfor its Revolving Note. The date, prior to any transfer amount and interest rate of any Note evidencing each Swingline Loan made by the Loans held Swingline Lender, and all payments made on account of the principal thereof, shall be recorded by it, endorsed by such the Swingline Lender on its books for the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender Swingline Note. Failure to make any such recordation notation or endorsement to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (c) No Lender shall be entitled to have its Notes substituted Loans 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 affect the validity of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested transfer by any Lender, the Company agrees to so exchange any Lender of its Note).

Notes. (ia) The Three-Year Facility If requested by any Bank, the Revolving Credit Loans made by each Lender of such Bank to any Borrower shall be evidenced by a single promissory note Revolving Credit Note of the Company such Borrower in substantially in the form of EXHIBIT A heretoExhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, dated as the date hereofsame may from time to time be amended, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment Note issued in full or partial replacement of an existing Revolving Credit Note as originally in effect and otherwise duly completed; and (iia result of an assignment by a Bank) the 364-Day Facility “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans made by each Lender to any Borrower shall be evidenced by a single promissory note Swingline Note of the Company such Borrower substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect Exhibit A-2 attached hereto and otherwise duly completedincorporated herein by reference. (bc) The Each Bank shall record in its books and records the date, amount, Type, interest rate Type and duration of Interest Period (if applicableany) of each Loan made by each Lender it to any Borrower and the Company, date and amount of each payment of principal and/or interest made on account by such Borrower with respect thereto; provided, however, that the obligation of the principal thereof, each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender Bank to make any such recordation or endorsement 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 not affect the obligations be conclusive evidence of the Company items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to make Section 9.09(h), and a payment when due 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 amount owing principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder or under such Note in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reasonThe entries made in the books, 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 records and Note Register and subaccounts maintained pursuant to Section 12.7 hereof 2.03(c) (and, if requested 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 LenderBank 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 Company agrees obligation of each Borrower to so exchange any Note)repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ia) The Three-Year Facility If requested by any Bank, the Revolving Credit Loans made by each Lender of such Bank to Borrower shall be evidenced by a single promissory note Revolving Credit Note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Borrower payable to the order of such Lender Bank in a principal amount equal to the amount of its Three-Year Facility such Bank’s Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility 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 made by each Lender shall be evidenced by a single promissory note Swingline Note of Borrower payable to the order of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender Swingline Bank in a principal amount equal to the amount Swingline Commitment, which Swingline Note shall be in substantially the form of its 364-Day Facility Revolving Credit Commitment as originally in effect Exhibit A-2 attached hereto and otherwise duly completedincorporated herein by reference (the “Swingline Note”). (bc) The Each Bank shall record in its books and records the date, amount, Type, interest rate Type and duration of Interest Period (if applicableany) of each Loan made by each Lender it to Borrower and the Company, date and amount of each payment of principal and/or interest made on account by Borrower with respect thereto; provided, however, that the obligation of the principal thereof, Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender Bank to make any such recordation or endorsement 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 not affect the obligations be conclusive evidence of the Company items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to make Section 9.09(h), and a payment when due 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 amount owing principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder or under such Note in respect of each such LoansLoan 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. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reasonThe entries made in the books, 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 records and Note Register and subaccounts maintained pursuant to Section 12.7 hereof 2.03(c) (and, if requested 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 LenderBank 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 Company agrees obligation of Borrower to so exchange any Note)repay (with applicable interest) the Loans made to Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (ia) The Three-Year Facility Upon the request of any Domestic Lender, the Revolving Credit Loans made by each such Domestic Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoDomestic Borrowers, dated the date hereofEffective Date, as applicable, payable to the order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the request of any Swingline Lender, the Revolving Credit Loans made by such Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Effective Date, payable to the order of such Swingline Lender, in an aggregate principal amount equal to the amount Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) any Canadian Lender, the 364-Day Facility Revolving Credit Loans made by each such Canadian Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT B heretoCanadian Borrower, dated the date hereofEffective Date, payable to the order of such Canadian Lender in a an aggregate principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedsuch Canadian Lender’s Commitment. (bd) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Loan made by each Lender Note delivered to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender (or on its books and, prior to any transfer a continuation of any Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any continuation thereofsuch Loan, each payment of interest on any such Loan and the other information provided for on such schedule; PROVIDED provided, however, that the failure of such any Lender to make such a notation or any such recordation or endorsement error therein shall not affect the obligations of the Company to make a payment when due obligation of any amount owing hereunder or under Borrower to repay the Loans made by such Note Lender in respect accordance with the terms of such Loansthis Agreement and the applicable Notes. (ce) No Upon receipt of an affidavit and indemnity of a Lender shall be entitled as to have its Notes substituted the loss, theft, destruction 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ia) The Three-Year Facility If requested by any Bank, the Revolving Credit Loans made by each Lender of such Bank to any Borrower shall be evidenced by a single promissory note Revolving Credit Note of the Company such Borrower in substantially in the form of EXHIBIT A heretoExhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, dated as the date hereofsame may from time to time be amended, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment Note issued in full or partial replacement of an existing Revolving Credit Note as originally in effect and otherwise duly completed; and (iia result of an assignment by a Bank) the 364-Day Facility “Revolving Credit Notes”). (b) If requested by the Swingline Bank, the Swingline Loans made by each Lender to any Borrower shall be evidenced by a single promissory note Swingline Note of the Company such Borrower substantially in the form of EXHIBIT B hereto, dated Exhibit A-2 attached hereto and incorporated herein by reference (the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed“Swingline Note”). (bc) The Each Bank shall record in its books and records the date, amount, Type, interest rate Type and duration of Interest Period (if applicableany) of each Loan made by each Lender it to any Borrower and the Company, date and amount of each payment of principal and/or interest made on account by such Borrower with respect thereto; provided, however, that the obligation of the principal thereof, each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender Bank to make any such recordation or endorsement 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 not affect the obligations be conclusive evidence of the Company items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to make Section 9.09(h), and a payment when due 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 amount owing principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder or under such Note in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reasonThe entries made in the books, 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 records and Note Register and subaccounts maintained pursuant to Section 12.7 hereof 2.03(c) (and, if requested 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 LenderBank 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 Company agrees obligation of each Borrower to so exchange any Note)repay (with applicable interest) the Loans made to such Borrower by such Bank in accordance with the terms of this Agreement.

Notes. (i) The Three-Year Facility Revolving Credit Loans (other than Swingline Loans) made by each Revolving Credit Lender shall shall, at the request of such Revolving Credit Lender, be evidenced by a single promissory note of the Company Borrowers in substantially in the form of EXHIBIT A heretoExhibit I-1 to the Original Credit Agreement, dated (i) the Original Closing Date or (ii) the effective date hereofof an Assignment pursuant to Section 12.06(b), payable to the order of such Revolving Credit Lender in a principal amount equal to the amount of its Three-Year Facility Maximum Revolving Credit Commitment Amount as originally in effect and otherwise duly completed; completed and (ii) the 364-Day Facility Revolving Credit such substitute Notes as required by Section 12.06(b). The Term Loans made by each Term Lender shall shall, at the request of such Term Lender, be evidenced by a single promissory note of the Company Borrowers in substantially in the form of EXHIBIT B heretoExhibit I-2 to the Original Credit Agreement, dated as of (i) the Restatement Effective Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Term Lender and otherwise duly completed. The Swingline Loans made by the Swingline Lender resulting from the advances under Section 2.01(c) shall, at the request of the Swingline Lender, be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to the Original Credit Agreement, dated the date hereofOriginal Closing Date, payable to such the order of the Swingline Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Swingline Commitment. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyLender, and each payment 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 of any Note evidencing the Loans held by it, may be endorsed by such Lender on the schedule attached to such Note Notes or any continuation thereof; PROVIDED that the failure of thereof or on any separate record maintained by such Lender Lender. Failure to make any such recordation notation or endorsement to attach a schedule shall not affect the any Lender’s or any Borrower’s rights or obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (c) No Lender shall be entitled to have its Notes substituted Loans 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 affect the validity of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested transfer by any Lender, the Company agrees to so exchange any Lender of its Note).

Notes. (i) The Three-Year Facility All Revolving Credit Loans made by each Revolving Credit Lender under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note Revolving Credit Note of the Company Borrower in substantially in the form of EXHIBIT A Exhibit C-1 hereto, in each case duly completed, dated the date hereofof this Agreement, and payable to such Revolving Credit Lender in a principal amount equal to for the amount account of its Three-Year Facility applicable Lending Office, such Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) Note to represent the 364-Day Facility obligation of the Borrower to repay the Revolving Credit Loans made by such Revolving Credit Lender. All Term Loans made by each Term Loan Lender under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note Term Loan Note of the Company Borrower in substantially in the form of EXHIBIT B Exhibit C-2 hereto, in each case duly completed, dated the date hereofof this Agreement, and payable to such Term Loan Lender in a principal amount equal to for the amount account of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The dateapplicable Lending Office, amount, Type, interest rate and duration such Term Loan Note to represent the obligation of Interest Period (if applicable) of each Loan the Borrower to repay the Term Loans made by each such Term Loan Lender. Each Lender is hereby authorized by the Borrower to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to such the Note or any continuation thereofNotes held by it the amount and type of such applicable Loan and each renewal, conversion, and payment of principal amount received by such applicable Lender for the account of its applicable Lending Office on account of its applicable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of such Loans made by such Lender; PROVIDED provided, however, that the failure of such Lender to make such notation with respect to any such recordation Loan or endorsement renewal, conversion, or payment shall not limit or otherwise affect the obligations of the Company to make a payment when due of any amount owing hereunder Borrower under this Agreement or under the Note or Notes held by such Note in respect of such Loans. (c) No Lender Lender. All Revolving Credit Loans shall be entitled to have its Notes substituted or exchanged for any reasonrepaid on the Revolving Credit Termination Date, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of and all or any portion of such Lender's relevant Commitment, Term Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, shall be repaid on the Company agrees to so exchange any Note)Term Loan Maturity Date.

Notes. Borrower shall execute and deliver on the Closing Date (i) The Three-Year Facility Revolving Credit Loans made by to each Lender shall be evidenced by (a) a single promissory note of the Company Term Loan Note substantially in the form of EXHIBIT A heretoExhibit V annexed hereto to evidence that Lender's Term Loan, dated in the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect that Lender's Term Loan and otherwise duly completed; with other appropriate insertions, and (iib) the 364-Day Facility a Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Note substantially in the form of EXHIBIT B heretoExhibit VI annexed hereto to evidence that Lender's Revolving Loans, dated in the date hereof, payable to such Lender in a principal amount equal of 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 amount of its 364-Day Facility 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 Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive 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 Revolving Credit Commitment as originally in effect Loan Commitments pursuant to subsection 2.1A(iv), Borrower shall issue (a) replacement Revolving Notes to each Increasing Lender, and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period new Revolving Notes to each New Lender (if applicable) of each Loan made by each Lender or to the Company, and each payment made on account of the principal thereof, shall be recorded by Administrative Agent for such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 New Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by Borrower’s obligations to each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Note payable to the order of such Lender Bank in a principal amount equal to the amount of its Three-Year Facility such Bank’s Commitment. Each Bank may record appropriate notations to evidence the date and amount of each Revolving Credit Commitment as originally in effect Loan made and otherwise duly completed; the date and (ii) the 364-Day Facility Revolving Credit Loans amount of each payment of principal made by each Lender Borrower with respect thereto. Each Bank is hereby irrevocably authorized by Borrower so to endorse its Note and to attach to and make a part of any such Note a continuation of any such schedule as and when required; provided, however, that the failure to make such annotations shall not relieve Borrower of its obligations to make payments as set forth in this Agreement and the other Loan Documents. The books and records of Agent and the Banks showing the account among Agent, the Banks, and Borrower shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. (b) Borrower’s obligations to Agent for the Swingline Loans shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Swingline Note payable to such Lender the order of Agent in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect the Swingline Commitment. Agent may record appropriate notations to evidence the date and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) amount of each Swingline Loan made by each Lender to and the Company, date and amount of each payment of principal made on account of by Borrower with respect thereto. Agent is hereby irrevocably authorized by Borrower so to endorse the principal thereof, shall be recorded by such Lender on its books and, prior Swingline Note and to any transfer attach to and make a part of any such Swingline Note evidencing the Loans held by ita continuation of any such schedule as and when required; provided, 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 annotations shall not affect relieve Borrower of its obligations to make payments as set forth in this Agreement and the obligations other Loan Documents. The books and records of Agent showing the account among Agent and Borrower with respect to Swingline Loans shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loansitems therein set forth. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans made by each Lender Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoB duly completed and executed by Borrower, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofsuch Bank’s Loan Commitment, payable to such Lender in a principal amount equal to Bank for the amount account of its 364-Day Facility Revolving Credit Commitment Applicable Lending Office (each such note, as originally the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in effect this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and otherwise duly completed. (b) interests are referred to collectively in this Agreement as the “Notes”. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyRatable Loans shall mature, and each payment made on account of the all outstanding principal thereof, and accrued interest and other Obligations shall be recorded paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Note or Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such 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 Notes. In connection with a permitted assignment Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all or any portion of such Lender's relevant Commitmentmortgage notes, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, as the Company agrees to so exchange any Note)context may require.

Notes. (ia) The Three-Year Facility Upon the request of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoBorrowers, dated the date hereof, Closing Date payable to such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of its Three-Year Facility each Revolving Credit Commitment as originally in effect Loan from such Lender, each payment and otherwise duly completedprepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; and (ii) provided, however, that the 364-Day Facility failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to accordance with the amount terms of its 364-Day Facility Revolving Credit Commitment as originally in effect this Agreement and otherwise duly completedthe applicable Notes. (bd) The date, amount, Type, interest rate Upon receipt of an affidavit and duration indemnity of Interest Period (if applicable) of each Loan made by each a Lender as to the Companyloss, and each payment made on account of the principal thereoftheft, shall be recorded by such 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 destruction or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (i) The Three-Year Facility Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans and Swingline Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoC, dated duly completed and executed by Borrower, in the date hereofprincipal amount of Six Hundred Twenty Five Million Dollars ($625,000,000), subject to adjustment pursuant to Sections 2.16(a) and (c), payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated in accordance with this Agreement. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such 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 Notes. In connection with a permitted assignment Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all or any portion of such Lender's relevant Commitmentmortgage notes, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, as the Company agrees to so exchange any Note)context may require.

Notes. (ia) The Three-Year Facility Revolving Credit Tranche A Loans made by each the Lender hereunder shall be evidenced by a single promissory note of the Company Borrowers in substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated as of the date hereof, payable to such the Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit the Tranche A Commitment as originally in effect and otherwise duly completed; . The date and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Tranche A Loan made by each the Lender to the CompanyBorrowers, and each payment all payments and prepayments made on account of the principal thereof, shall be recorded by such the Lender on its books and, prior to any transfer of any Note evidencing the Loans held by itTranche A Note, endorsed by such the Lender on the schedule attached to such Tranche A Note or any continuation thereof; PROVIDED provided, however, that any failure by the failure of such Lender to make any such recordation or endorsement notation shall not affect the obligations of the Company to make a payment when due of any amount owing Borrowers hereunder or under such Tranche A Note in respect of such Loansobligations. (cb) No The Tranche B Loans made by the Lender hereunder shall be entitled evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit A-2 hereto, dated as of the date hereof, payable to have the Lender in a principal amount equal to the amount of the Tranche B Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche B Loan made by the Lender to the Borrowers, and all payments and prepayments made on account of the principal thereof, shall be recorded by the Lender on its Notes substituted or exchanged for books and, prior to any reasontransfer of the Tranche B Note, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all endorsed by the Lender on the schedule attached to such Tranche B Note or any portion 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 B Note in respect of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)obligations.

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit such Bank's Commitment. The Swing Loans made by each Lender shall be evidenced by a single promissory note Swing Loan Note payable to the order of the Company substantially Wachovia in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a original principal amount equal 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 amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedNotes. (b) The date, amount, Type, interest rate and duration 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 Interest Period such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the aggregate Commitments. (if applicablec) Upon receipt of each Bank's Syndicated Loan made by Notes, Wachovia's Swing Loan Note and each Lender 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, as to the CompanySyndicated Loans or the Money Market Loans (or Wachovia, as to the Swing Loans), shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan or Money Market Loan (or Swing Loan) made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, and such Lender 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 the schedule attached to such Note Bank's Syndicated Loan Notes or any continuation thereofMoney Market Loan Notes (or Wachovia's Swing Loan Note); PROVIDED provided that the failure of such Lender any Bank (or Wachovia) to make any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing 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 assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with respect to the Swing Loan) is hereby irrevocably authorized by the Borrower so to 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 Note in respect of such Loansschedule as and when required. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit A Loans made by each Lender shall be evidenced by a single promissory note of the Company Borrower in substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated (i) the Closing Date or (ii) the effective date hereofof an Assignment pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Percentage Share of the amount of its Three-Year Aggregate Facility Revolving Credit Commitment A Commitments as originally in effect on the date of issue and otherwise duly completed; completed and such substitute Notes as required by Section 12.06(b). (iib) The Facility B Loans made by First Union shall be evidenced by a single promissory note of the 364-Day Borrower in substantially the form of Exhibit A-2 hereto dated the Closing Date payable to the order of First Union. (c) The Facility Revolving Credit C Loans made by each Lender shall be evidenced by a single promissory note of the Company Borrower in substantially in the form of EXHIBIT B hereto, Exhibit A-3 hereto dated (i) the Closing Date or (ii) the effective date hereofof an Assignment pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Percentage Share of the amount of its 364-Day Aggregate Facility Revolving Credit Commitment C Commitments as originally in effect on the date of issue and otherwise duly completed. (bd) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyLender, and each payment 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 of any Note evidencing the Loans held by ittransfer, may be endorsed by such Lender on the schedule schedules attached to such Note Notes or any continuation thereof; PROVIDED that the failure of thereof or on any separate record maintained by such Lender Lender. Failure to make any such recordation notation or endorsement to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (c) No Lender shall be entitled to have its Notes substituted Loans 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 affect the validity of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested transfer by any Lender, the Company agrees to so exchange any Note)Lender of its Notes.

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT C-1 hereto duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A C-2 hereto, dated duly completed and executed by Borrower, in the date hereofprincipal amount of One Hundred Fifty Million Dollars ($150,000,000), payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) Administrative Agent for the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated or extended. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. The Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by the Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such LoansNotes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by Borrower, in the date hereofprincipal amount of the Bid Borrowing Limit, payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of 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 rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due Notes. In case of any amount owing hereunder loss, theft, destruction or under such Note in respect mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such LoansBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) 2.10.1 The Three-Year Facility Revolving obligation of Borrowers to repay all Loans and all Letter of Credit Loans made by each Lender shall Advances, and all interest and other charges thereon, may be evidenced by the Line of Credit Notes. If so requested by any Lender by written notice to Master Borrower (with a single promissory note copy to Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Borrowers shall execute and deliver to each Lender one Line of the Company substantially Credit Note in the form of EXHIBIT A hereto, dated the date hereof, payable to such Lender in a principal amount equal of such Lender’s Commitment; provided that any such Line of Credit Note shall be deemed to replace any Line of Credit Note issued pursuant to the amount Original Credit Agreement or the Existing Credit Agreement and any such Line of its Three-Year Facility Revolving Credit Commitment as originally Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement shall be marked “cancelled” and returned promptly to Master Borrower or a lost note affidavit shall be provided in effect lieu thereof. 2.10.2 The obligation of Borrowers to repay all Swing Line Loans, and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall all interest thereon, may be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if Swing Line Note. If so requested by any LenderLender by written notice to Master Borrower (with a copy to Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Borrowers shall execute and deliver to Swing Line Lender the Company agrees Swing Line Note; provided that any such Swing Line Note shall be deemed to so exchange replace any Note)Swing Line Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement and any such Swing Line Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement shall be marked “cancelled” and returned promptly to Master Borrower or a lost note affidavit shall be provided in lieu thereof.

Notes. (i) The Three-Year Facility If requested by a Lender, the Revolving Credit Loans made by each of such Lender shall be evidenced by a single separate revolving promissory note notes of Borrower in favor of the Company Revolving Lenders in substantially in the form of EXHIBIT A heretoExhibit A-1 (“Revolving Loan Notes”), dated the date hereof, payable to Term Loans of such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single separate term promissory note notes of Borrower in favor of the Company Term Lenders in substantially in the form of EXHIBIT B heretoExhibit A-2 hereto (“Term Loan Notes”), and the Swing Line Loans of such Lender shall be evidenced by the Swing Line Note in substantially the form of Exhibit A-3 hereto (“Swing Line Note”), each initially dated as of even date with this Agreement and completed with appropriate insertions (collectively, the date hereofRevolving 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 be payable to such each Revolving Lender in a the principal face amount equal to such Lender’s Revolving Commitment, or, if less, the outstanding amount of all Revolving Loans made by such Lender, plus interest accrued thereon, as set forth below. A Term Loan Note shall be payable to each Lender in the principal face amount equal to such Lender’s Term Commitment, or, if less, the outstanding amount of 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 its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan all Swing Line Loans made by each Lender 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 Companyapplicable 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, and each at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment made of principal thereof, an appropriate notation on account Agent’s Record reflecting the making of such Loan or the receipt of such payment. The Outstanding amount of the Loans set forth on Agent’s Record shall be prima facie evidence of the principal thereofamount thereof owing and unpaid to each Lender, shall be recorded by such Lender on its books andbut the failure to record, 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 that the failure of such Lender to make error in so recording, any such recordation or endorsement amount on Agent’s Record shall not limit or otherwise affect the obligations of the Company to make a payment when due of any amount owing Borrower, hereunder or under such any Note in respect to make payments of such Loansprincipal of or interest on any Note when due. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. Sections 2.11(a) and (ib) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Agreement are hereby amended in their entirety as follows: (a) Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of the date of such request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Note, Term A Note, Term B Note and/or Term C Note, as applicable, substantially in the form forms of EXHIBIT A heretoExhibit 2.11(a), dated with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the date hereof“Notes”), payable to the order of such Lender and in a principal amount equal to the amount of its Three-Year Facility such Lender’s Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment and/or Term Loan C Commitment, as originally in effect and otherwise duly completed; and applicable. Each Note shall (iix) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofthe applicable Commitment became effective, (y) be payable to such Lender as provided herein and (z) provide for the payment of interest in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedaccordance with Section 2.4. (b) The dateRevolving Loans and Borrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, amountthis Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans A and Borrowers’ obligation to repay the same shall be evidenced by the Term A Notes, Typethis Agreement and the books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, interest rate this Agreement and duration the books and records of Interest Period Agent and the Term Loan B Lenders. The Term Loans C and Borrowers’ obligation to repay the same shall be evidenced by the Term C Notes, this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (if applicablei) the amount of each Loan made by hereunder, whether each Lender to such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the CompanyCOF Lending Rate Loans, and each payment made on Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account of the principal thereof, shall be recorded by such Lender on its books and, prior with respect to any transfer of any Note evidencing the Loans held by itLoan or continuation, endorsed by such Lender on the schedule attached to such Note conversion or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement payment thereof shall not limit or otherwise affect the Borrowers’ obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loansthe Notes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by of each Lender to Borrower shall be evidenced, respectively, by a Revolving Credit Note of Borrower payable to the order of such Lender in principal amounts equal to the amount of such Lender’s Revolving Credit Commitment, each shall be in substantially the form of Exhibit B attached hereto and incorporated herein by reference with appropriate 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 as a result of an assignment by a Lender), the “Revolving Credit Notes”). (b) The Swing Line Loans of U.S. Bank to Borrower shall be evidenced by a single promissory note Swing Line Note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Borrower payable to such Lender the order of U.S. Bank in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender Swing Line Commitment, which Swing Line Note shall be evidenced by a single promissory note of the Company in substantially in the form of EXHIBIT B heretoExhibit C attached hereto and incorporated herein by reference (with appropriate insertions) (as the same may from time to time be amended, dated modified extended, renewed or restated, the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed“Swing Line Note”). (bc) The Each Lender shall record in its books and records the date, amount, Type, interest rate type and duration of Interest Period (if applicable) maturity of each Loan made by each Lender to it and the Company, date and amount of each payment of principal and/or interest made on account by Borrower with respect thereto; provided, however, that the obligation of the principal thereof, Borrower to repay each Loan made to Borrower under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under mistake by such 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 any such recordation. The books and records of all or any portion each Lender showing the account between such Lender and Borrower shall be, to the extent they are made in accordance with the terms of such Lender's relevant Commitmentthe Transaction Documents, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, conclusive evidence of the Company agrees to so exchange any Note)items set forth therein in the absence of demonstrable error.

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and such Bank's Commitment. (iib) the 364-Day Facility Revolving Credit The Money Market Loans made by each Lender any Bank to the Borrower shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Money Market Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to 50% of the original principal amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedthe aggregate Commitments. (bc) The date, amount, Type, interest rate and duration of Interest Period (if applicable) Upon receipt of each Loan made by each Lender Bank's Notes pursuant to Section 4.01, the CompanyAgent shall deliver such Notes to such Bank. Each Bank shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Notes shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, and such Lender schedules of each such Bank's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on the schedule attached to such Note or any continuation thereofBank's Notes; PROVIDED provided that the failure of such Lender any Bank to make make, or any error in making, any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Note in respect of such Loansschedule as and when required. (cd) No Lender shall be entitled In the 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 have its Notes substituted or exchanged for any reason, or subdivided for promissory notes such Note and dated as of lesser denominations, except in connection with a permitted assignment of all or any portion the date of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoC, dated duly completed and executed by Borrower, in the date hereofprincipal amount of Seventeen Million Dollars ($17,000,000), payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such LoansNotes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Any Revolving Credit Lender may request that its Revolving Credit Loans made by each Lender shall (other than Registered Loans) be evidenced Credit Agreement by a single promissory note of the Company Borrower substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated the date hereof, payable to such Revolving Credit Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Any Tranche A Lender may request that its Tranche A Term Loan (other than Registered Loans) be evidenced by a single promissory note of the Borrower substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable to such Tranche A Lender in a principal amount equal to the original amount of its Tranche A Term Loan Commitment and otherwise duly completed. (c) Any Tranche C Term Lender may request that its Tranche C Term Loans (other than Registered Loans) be evidenced by a single promissory note of the Borrower substantially in the form of Exhibit A-3 hereto, dated the Tranche C Term Loan Activation Date, payable to such Tranche C Lender in a principal amount equal to the original amount of its Tranche C Term Loan Commitment and otherwise duly completed. (d) The date, amount, Type, interest rate rate, and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyBorrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any the Note (if any) evidencing the Loans held by itsuch Loan, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED provided that the failure of such Lender to make any such recordation (or any error in making any such recordation) or endorsement shall not affect the obligations of the Company Borrower to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (ce) 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 Lender's relevant CommitmentCommitment(s), Loans and Note Loan(s) or Note(s) pursuant to Section 12.7 12.06(b) hereof and except as provided in clause (f) below (and, if requested by any Lender, the Company Borrower agrees to so exchange any Note). (f) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Borrower (through the Agent), and the Borrower agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender under this Agreement. Loans Credit Agreement 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 each such Registered Loan (i.e. containing the optional registered note language as indicated in Exhibits A-1, A-2 or A-3 hereto, as the case may be) and registered ▇▇ ▇▇▇▇ided in Section 12.06(g) hereof (herein, a "Registered Note"), dated (i) the date hereof if such promissory note evidences Loans of any Class other than Tranche C Term Loans or (ii) the Tranche C Term Loan Activation Date if such promissory note evidences Tranche C Term Loans, in each case payable to such Lender and otherwise duly completed. A Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (i) The Three-Year Facility Revolving Credit Any Lender may request that the Loans made by each Lender shall it be evidenced by a single promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note of the Company payable to such Lender, substantially in the form of EXHIBIT A heretoExhibit A-1, as applicable, dated (i) the Effective Date or (ii) the effective date hereofof an Assignment pursuant to Section 12.04(b), payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completedcompleted and such substitute Notes as required by Section 12.04(b); and (ii) provided that promissory notes requested in amounts less than $1,000,000 shall require the 364-Day Facility Revolving Credit consent of the Borrowers, such consent not to be unreasonably withheld or delayed. The Swing Line Lender may request that the Swing Line Loans made by each Lender shall be evidenced by a single note (a “Swing Line Note”). In such event, the Borrowers shall prepare, execute and deliver to the Swing Line Lender a promissory note of payable to the Company Swing Line Lender, substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Exhibit A- 2. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan or Swing Line Loan made by each Lender to the Companyor Swing Line Lender, as applicable, and each payment all payments made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender and maintained in accordance with its usual practice. Failure to make any such recordation or endorsement shall not affect the any Lender’s, Swing Line Lender’s or any Borrowers’ rights or obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans or Swing Line 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans Each Tranche 1 Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the applicable Lending Office of such Tranche 1 Lender resulting from each Loan made by each such Lending Office of such Tranche 1 Lender shall be evidenced by a single promissory note from time to time, including the amounts of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, principal and interest payable and paid to such Lending Office of such Tranche 1 Lender in a principal amount equal from time to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedtime under this Agreement. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender Administrative Agent shall maintain the Register pursuant to the CompanySection 11.7(c), and a subaccount for each payment made on account of the principal thereofTranche 1 Lender, in which Register and subaccounts (taken together) shall be recorded by (i) the amount of each such Lender on its books andLoan, prior to any transfer the Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any Note evidencing the Loans held by it, endorsed by such principal or interest due and payable or to become due and payable from each Borrower to each Tranche 1 Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Tranche 1 ▇▇▇▇▇▇'s share thereof. (c) No The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrower therein recorded; provided, however, that the failure of any Tranche 1 Lender 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 Tranche 1 Lender in accordance with the terms of this Agreement. (d) The Loans made by each Tranche 1 Lender shall, if requested by the applicable Tranche 1 Lender (which request shall be made to the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, executed by each Borrower and payable to the order of such Tranche 1 Lender. Each Note shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes all of lesser denominations, except in connection with a permitted assignment the benefits of all or any portion of such Lender's relevant Commitment, Loans this Agreement and Note pursuant the other Credit Documents and shall be subject to Section 12.7 the provisions hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)and thereof.

Notes. (i) The Three-Year Facility Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by ▇▇▇▇▇▇▇▇, in the date hereofprincipal amount of the Bid Borrowing Limit, payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 Loans and the Ratable Loan Notes shall mature, and all outstanding principal thereofof the Ratable Loans 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of 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 rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due Notes. In case of any amount owing hereunder loss, theft, destruction or under such Note in respect mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such LoansBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility If requested by a Lender, the Revolving Credit Loans made by each of such Lender shall be evidenced by a single separate revolving promissory note notes of Borrower in favor of the Company Revolving Lenders in substantially in the form of EXHIBIT A heretoExhibit A-1 (“Revolving Loan Notes”), dated and the date hereof, payable to Swing Line Loans of such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Swing Line Note in substantially in the form of EXHIBIT B heretoExhibit A-3 hereto (“Swing Line Note”), each initially dated as of the date hereofEffective Date and completed with appropriate insertions (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 be payable to such each Revolving Lender in a the principal face amount equal to such Lender’s Revolving Commitment, or, if less, the outstanding amount of all Revolving 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 its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan all Swing Line Loans made by each Lender 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 Companyapplicable 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, and each at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment made of principal thereof, an appropriate notation on account Agent’s Record reflecting the making of such Loan or the receipt of such payment. The Outstanding amount of the Loans set forth on Agent’s Record shall be prima facie evidence of the principal thereofamount thereof owing and unpaid to each Lender, shall be recorded by such Lender on its books andbut the failure to record, 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 that the failure of such Lender to make error in so recording, any such recordation or endorsement amount on Agent’s Record shall not limit or otherwise affect the obligations of the Company to make a payment when due of any amount owing Borrower, hereunder or under such any Note in respect to make payments of such Loansprincipal of or interest on any Note when due. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Tranche A Loans made by each Lender the Bank shall be evidenced by a single promissory note of the Company each Borrower in substantially in the form of EXHIBIT A heretoExhibit A-1 or A-2, as appropriate, dated the date hereof, payable to such Lender the order of the Bank in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Tranche A Commitment as originally in effect effect, and otherwise duly completed; . In the event that a portion (but not all) of the Tranche A Loans are converted to a Term Loan pursuant to Section 2.01(c), the Borrower shall on or before the Term Loan Conversion Date for such Term Loan, execute and deliver to the Bank a new Tranche A Note (iiin the form of Exhibit A-1 or A-2, as appropriate) in a principal amount equal to the 364-Day Facility Revolving Credit Tranche A Commitment minus the principal amount of all Tranche A Loans converted to Term Loans pursuant to Section 2.01(c), and dated the Term Loan Conversion Date for such Term Loan. If the Bank shall have received the new Tranche A Note duly executed by the Borrower as aforesaid, the Bank shall promptly return the existing Tranche A Note to the Borrower marked "replaced". (b) The Tranche B Loans made by each Lender the Bank shall be evidenced by a single promissory note of the Company each Borrower, substantially in the form of EXHIBIT B heretoExhibit B-1 or B-2, as appropriate, dated the date hereof, payable to the order of the Bank in a principal amount equal to the Tranche B Commitment as originally in effect, and otherwise duly completed. (c) Each Term Loan shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit C, dated the Term Loan Conversion Date for such Lender Term Loan, payable to the order of the Bank in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect specified by the Borrower pursuant to Section 2.01(c) for such Term Loan, and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans Each Tranche 1 Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the applicable Lending Office of such Tranche 1 Lender resulting from each Loan made by each such Lending Office of such Tranche 1 Lender shall be evidenced by a single promissory note from time to time, including the amounts of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, principal and interest payable and paid to such Lending Office of such Tranche 1 Lender in a principal amount equal from time to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedtime under this Agreement. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender Administrative Agent shall maintain the Register pursuant to the CompanySection 11.7(b), and a subaccount for each payment made on account of the principal thereofTranche 1 Lender, in which Register and subaccounts (taken together) shall be recorded by (i) the amount of each such Lender on its books andLoan, prior to any transfer the Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any Note evidencing the Loans held by it, endorsed by such principal or interest due and payable or to become due and payable from each Borrower to each Tranche 1 Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Tranche 1 Lender’s share thereof. (c) No The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrower therein recorded; provided, however, that the failure of any Tranche 1 Lender 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 each such Borrower by such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The Loans made by each Tranche 1 Lender shall, if requested by the applicable Tranche 1 Lender (which request shall be made to the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, executed by each Borrower and payable to the order of such Tranche 1 Lender. Each Note shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes all of lesser denominations, except in connection with a permitted assignment the benefits of all or any portion of such Lender's relevant Commitment, Loans this Agreement and Note pursuant the other Credit Documents and shall be subject to Section 12.7 the provisions hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)and thereof.

Notes. (i) The Three-Year Facility Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by B▇▇▇▇▇▇▇, in the date hereofprincipal amount of the Bid Borrowing Limit, payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of 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 rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due Notes. In case of any amount owing hereunder loss, theft, destruction or under such Note in respect mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such LoansBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans made by each Lender Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoB duly completed and executed by Borrower, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofsuch Bank’s Loan Commitment, payable to such Lender in a principal amount equal to Bank for the amount account of its 364-Day Facility Revolving Credit Commitment Applicable Lending Office (each such note, as originally the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in effect this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and otherwise duly completed. (b) interests are referred to collectively in this Agreement as the “Notes”. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyRatable Loans shall mature, and each payment made on account of the all outstanding principal thereof, and accrued interest and other Obligations shall be recorded paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Note or Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. The failure by any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such 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 Notes. In connection with a permitted assignment Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all or any portion of such Lender's relevant Commitmentmortgage notes, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, as the Company agrees to so exchange any Note)context may require.

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoC, dated duly completed and executed by Borrower, in the date hereofprincipal amount of Five Hundred Million Dollars ($500,000,000), payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to such the Ratable Loan Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested held by any Lenderit, the Company agrees amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to so exchange any Note).the

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit such Bank's Commitment. The Swing Loans made by each Lender shall be evidenced by a single promissory note Swing Loan Note payable to the order of the Company substantially Wachovia in the form original principal amount of EXHIBIT B hereto, dated $5,000,000. The Money Market Loans made by any Bank to the date hereof, Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the amount of its 364-Day Money Market Facility Revolving Credit Commitment as originally in effect and otherwise duly completedLimit. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) Upon receipt of each Bank's Syndicated Loan made by each Lender Notes, Money Market Loan Notes, and Wachovia's Swing Loan Note pursuant to Section 3.01, the Agent shall deliver such Syndicated Loan Notes and Money Market Loan Notes to such Bank and the Swing Loan Note to Wachovia. Each Bank, as to the CompanySyndicated Loans and Money Market Loan Notes (or Wachovia, as to the Swing Loans), shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan or Money Market Loan Notes (or Swing Loan) made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, and such Lender 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 the schedule attached to such Note Bank's Syndicated Loan Notes or any continuation thereofMoney Market Loan Notes (or Wachovia's Swing Loan Note); PROVIDED that the failure of such Lender any Bank (or Wachovia) to make make, or error in making, any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under the Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) or the ability of any Bank to assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with respect to the Swing Loan) is hereby irrevocably authorized by the Borrower so to 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 Notes (or Swing Loan Note) a continuation of any such Note in respect of such Loansschedule as and when required. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit If requested by a Lender, such Lender’s Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A heretoExhibit D (individually, dated the date hereof, a “Note”) which note shall be (i) payable to the order of such Lender Lender, (ii) in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; such Lender’s Commitment, (iii) dated the Closing Date and (iiiv) the 364-Day Facility Revolving Credit Loans made by otherwise appropriately completed. The Borrower authorizes each Lender shall be evidenced by a single promissory note of to record on the Company substantially in the form of EXHIBIT B hereto, dated schedule annexed to such Lender’s Note the date hereof, payable to such Lender in a principal and amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by such Lender and of each payment or prepayment of principal thereon made by the Borrower, and agrees that all such notations shall be conclusive absent manifest error with respect to the matters noted; provided, however, that any failure by a Lender to the Companymake, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such error by any Lender to make in making, any such recordation or endorsement notation shall not affect the obligations of the Company Borrower’s Obligations. The Borrower further authorizes each Lender to attach to and make a payment when due of any amount owing hereunder or under such 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 part of such Lender's relevant ’s Note continuations of the schedule attached thereto as necessary. If, because any Lender designates separate Applicable Lending Offices for Base Rate Loans and LIBOR Loans, such Lender requests that separate promissory notes be executed to evidence separately such Loans, then each such note shall be in the form of Exhibit D, mutatis mutandis to reflect such division, and shall be (w) payable to the order of such Lender, (x) in the amount of such Lender’s Commitment, Loans (y) dated the Closing Date and Note pursuant to Section 12.7 hereof (andz) otherwise appropriately completed. Such notes shall, if requested by any Lendercollectively, the Company agrees to so exchange any constitute a Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoC, dated duly completed and executed by Borrower, in the date hereofprincipal amount of Five Hundred Million Dollars ($500,000,000), payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such LoansNotes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by of each Lender to the Company shall be evidenced by a single promissory note Revolving Credit Note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, payable to the order of such Lender in a principal amount equal to the amount of its Three-Year Facility such Lender’s Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit 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 Lender), the “Revolving Credit Notes”). (b) The Swing Line Loans of U.S. Bank to the Company shall be evidenced by a Swing Line Note of the Company payable to the order of U.S. Bank in a principal amount equal to the Maximum Swing Line Amount, which Swing Line Note shall be in substantially the form of Exhibit 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 “Swing Line Note”). (c) The portion of the ▇▇▇▇▇▇▇ Electronics Term Loan made by each Lender shall be evidenced by a single promissory note Term Loan Promissory Note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, ▇▇▇▇▇▇▇ Electronics payable to the order of such Lender in a an original principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment such Lender’s Pro Rata Share of $10,000,000.00, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit D attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as originally the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any ▇▇▇▇▇▇▇ Electronics Term Loan Note issued in effect and otherwise duly completedfull or partial replacement of an existing ▇▇▇▇▇▇▇ Electronics Term Loan Note as a result of an assignment by a Lender), the “▇▇▇▇▇▇▇ Electronics Term Loan Notes”). (bd) The date, amount, Type, interest rate and duration portion of Interest Period (if applicable) of each the ▇▇▇▇▇▇▇ Acquisition Term Loan made by each Lender shall be evidenced by a Term Loan Promissory Note of ▇▇▇▇▇▇▇ Acquisition payable to the Companyorder of such Lender in an original principal amount equal to the amount of such Lender’s Pro Rata Share of $35,000,000.00, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit E 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 ▇▇▇▇▇▇▇ Acquisition Term Loan Note issued in full or partial replacement of an existing ▇▇▇▇▇▇▇ Acquisition Term Loan Note as a result of an assignment by a Lender), the “▇▇▇▇▇▇▇ Acquisition Term Loan Notes”). (e) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of each Revolving Credit Loan made by it to the Company and the date and amount of each payment of principal and/or interest made on account by the Company with respect thereto; provided, however, that the obligation of the principal thereof, Company to repay each Revolving Credit Loan made to the Company under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender to make any such recordation or endorsement any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Company shall not affect be conclusive evidence of the obligations items set forth therein in the absence of demonstrable error. (f) U.S. Bank shall record in its books and records the date and amount of each Swing Line Loan made by it and the date and amount of each payment of principal and/or interest made by the Company with respect thereto; provided, however, that the obligation of the Company to repay each Swing Line Loan actually made by U.S. Bank to the Company under this Agreement shall be absolute and unconditional, notwithstanding any failure of U.S. Bank to make a payment when due any such recordation or any mistake by U.S. Bank in connection with any such recordation. The books and records of any amount owing hereunder or under such Note U.S. Bank showing the account between U.S. Bank and the Company shall be conclusive evidence of the items set forth therein in respect the absence of such Loansdemonstrable error. (cg) No Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the portion of the ▇▇▇▇▇▇▇ Electronics Term Loan made by it and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Electronics with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Electronics to repay the portion of the ▇▇▇▇▇▇▇ Electronics Term Loan made by such Lender under this Agreement shall be entitled absolute and unconditional, notwithstanding any failure of such Lender to have its Notes substituted make any such recordation or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except mistake by such Lender in connection with a permitted assignment any such recordation. The books and records of all each Lender showing the account between such Lender and ▇▇▇▇▇▇▇ Electronics shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (h) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the portion of the ▇▇▇▇▇▇▇ Acquisition Term Loan made by it and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Acquisition with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Acquisition to repay the portion of the ▇▇▇▇▇▇▇ Acquisition Term Loan made by such Lender under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any portion mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender's relevant Commitment, Loans Lender and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, ▇▇▇▇▇▇▇ Acquisition shall be conclusive evidence of the Company agrees to so exchange any Note)items set forth therein in the absence of demonstrable error.

Notes. (ia) The Three-Year Facility Revolving Credit Tranche A Loans made by each Tranche A Lender shall be evidenced by a single promissory note or notes of the Company Company, substantially in the form of EXHIBIT Exhibit A-1 hereto (each, a "Tranche A heretoNote"), dated the with appropriate insertions as to payee, date hereofand principal amount, payable to such the order of the applicable Tranche A Lender and in a principal amount equal to such Lender's Tranche A Loan Commitment as specified in Schedule III hereto. Each Tranche A Lender is hereby authorized to record the date and amount of each Tranche A Loan made by such Lender, each continuation thereof, the date and amount of each payment or prepayment of principal thereof and the length of each Interest Period or any applicable period with respect thereto, on the schedule annexed to and constituting a part of its Three-Year Facility Revolving Credit Commitment Tranche A Notes. Any such recordations shall constitute prima facie evidence of the accuracy of the information so recorded; provided, that the failure to make any such recordation or any error in such recordation shall not affect the Company’s obligations hereunder or under such Tranche A Note. Each Tranche A Note shall (i) be dated the date of the Closing Date or as originally in effect and otherwise duly completed; and provided under Section 11.02, (ii) be stated to mature on the 364-Day Facility Revolving Credit Tranche A Maturity Date and (iii) provide for the payment of interest in accordance with this Agreement. (b) The Tranche B Loans made by each Tranche B Lender shall be evidenced by a single promissory note of the Company Company, substantially in the form of EXHIBIT Exhibit A-2 hereto (each a "Tranche B heretoNote"), dated the with appropriate insertions as to payee, date hereofand principal amount, payable to such the order of the applicable Tranche B Lender and in a principal amount equal to such Lender's Tranche B Loan Commitment as specified in Schedule IV hereto. Each Tranche B Lender is hereby authorized to record the date and amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Tranche B Loan made by such Lender, each Lender to continuation thereof, the Company, date and amount of each payment made on account or prepayment of principal thereof and the principal thereoflength of each Interest Period or any applicable period with respect thereto, shall be recorded by such 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 annexed to and constituting a part of its Tranche B Note. Any such Note or any continuation thereofrecordations shall constitute prima facie evidence of the accuracy of the information so recorded; PROVIDED provided, that the failure of such Lender to make any such recordation or endorsement any error in such recordation shall not affect the Company's obligations of the Company to make a payment when due of any amount owing hereunder or under such any Tranche B Note. Each Tranche B Note shall (i) be dated the date of the Closing Date or as otherwise provided under Section 11.02, (ii) be stated to mature on the Tranche B Maturity Date and (iii) provide for the payment of interest in respect of such Loansaccordance with this Agreement. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by Borrower, in the date hereofprincipal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such Lender in a principal amount equal note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the amount “Bid Rate Loan Note”). The Swing Loan of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Swing Lender shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company substantially Borrower, in the form of EXHIBIT B heretoB-2, dated the date hereofduly completed and executed by Borrower, payable to the Swing Lender (such Lender note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the “Swing Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in a the Bid Rate Loan Note, and, in the case of the Swing Lender, the Swing Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes, the Bid Rate Loan Note and the Swing 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 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 amount Bank making such Bid Rate Loan at the earlier of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Principal amounts evidenced by the Swing Loan Notes shall become due and payable at the earlier of three (if applicable3) of each Loan made Banking Days after said amounts are advanced or the Maturity Date. Each Bank is hereby authorized by each Lender Borrower to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. The Swing Lender is hereby authorized by Borrower to endorse on the schedule attached to the Swing Loan Note held by it, the amount of each advance and each payment of principal received by the Swing Lender for the account of its Applicable Lending Office(s) on account of its Swing Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Swing Loan made by the Swing Lender. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of 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 rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due Notes. In case of any amount owing hereunder loss, theft, destruction or under such Note in respect mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such LoansBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and such Bank's Commitment. (iib) the 364-Day Facility Revolving Credit The Money Market Loans made by each Lender any Bank to the Borrower shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Money Market Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to 50% of the original principal amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedthe aggregate Commitments. (bc) The date, amount, Type, interest rate and duration of Interest Period (if applicable) Upon receipt of each Loan made by each Lender Bank's Notes pursuant to Section 3.01, the CompanyAdministrative Agent shall deliver such Notes to such Bank. Each Bank shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Notes shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, and such Lender schedules of each such Bank's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on the schedule attached to such Note or any continuation thereofBank's Notes; PROVIDED provided that the failure of such Lender any Bank to make make, or any error in making, any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Note in respect of such Loansschedule as and when required. (cd) No Lender shall be entitled In the 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 have its Notes substituted or exchanged for any reason, or subdivided for promissory notes such Note and dated as of lesser denominations, except in connection with a permitted assignment of all or any portion the date of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit such Bank's Commitment. The Swing Loans made by each Lender shall be evidenced by a single promissory note Swing Loan Note payable to the order of the Company substantially Wachovia in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a original principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed$5,000,000. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) Upon receipt of each Bank's Syndicated Loan made by each Lender Notes, and Wachovia's Swing Loan Note pursuant to Section 3.01, the Agent shall deliver such Syndicated Loan Notes to such Bank and the Swing Loan Note to Wachovia. Each Bank, as to the CompanySyndicated Loans (or Wachovia, as to the Swing Loans), shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Syndicated Loan Notes (or Swing Loan Note) shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan (or Swing Loan) made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, and such Lender schedules of each such Bank's Syndicated Loan Notes (or Wachovia's Swing Loan Note) shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on the schedule attached to such Note Bank's Syndicated Loan Notes (or any continuation thereofWachovia's Swing Loan Note); PROVIDED that the failure of such Lender any Bank (or Wachovia) to make any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under the Syndicated Loan Notes (or Swing Loan Note) or the ability of any Bank to assign its Syndicated Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with respect to the Swing Loan) is hereby irrevocably authorized by the Borrower so to endorse its Syndicated Loan Notes (or Swing Loan Note) and to attach to and make a part of any Syndicated Loan Note (or Swing Loan Note) a continuation of any such Note in respect of such Loansschedule as and when required. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Revolver Loans made by each Lender shall be evidenced by a single promissory note of the Company Borrowers, substantially in the form of EXHIBIT A heretoExhibit A-1, dated the with appropriate insertions as to payee, date hereofand principal amount (a “Revolver Note”), payable to such Lender in a principal amount equal to the amount of its Three-Year Facility the initial Revolving Credit Commitment as originally of such Lender; provided, however, that the principal amount of each Revolver Loan made in effect an Optional Currency shall be paid by the Borrowers in such Optional Currency. Each Lender is hereby authorized to record the date, currency, Type and otherwise duly completed; amount of each Revolver Loan made by such Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Revolver Note and in its internal records, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of any Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under such Revolver Note. Each Revolver Note shall (a) be stated to mature on the Termination Date and (iib) provide for the 364-Day Facility Revolving Credit payment of interest in accordance with Sections 2.9 and 2.10. (b) The Swing Line Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B heretoSwing Line Note, dated the date hereof, payable to such Lender and in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) the Swing Line Commitment. The Swing Line Lender is hereby authorized to record the date, amount, Type, interest rate Type and duration of Interest Period (if applicable) amount of each Swing Line Loan made by each such Lender to and the Company, date and amount of each payment made on account or prepayment of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender thereof on the schedule attached annexed to and constituting a part of the Swing Line Note and in its internal records, and any such Note or any continuation thereof; PROVIDED recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of such the Swing Line Lender to make any such recordation (or endorsement any error in such recordation) shall not affect the obligations of the Company to make a payment when due of any amount owing Borrowers hereunder or under such the Swing Line Note. The Swing Line Note shall (a) be stated to mature on the Termination Date and (b) provide for the payment of interest in respect of such Loansaccordance with Sections 2.9 and 2.10. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by Borrower, in the date hereofprincipal amount of the Bid Borrowing Limit, payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 Loans and the Ratable Loan Notes shall mature, and all outstanding principal thereofof the Ratable Loans 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 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of 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 rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due Notes. In case of any amount owing hereunder loss, theft, destruction or under such Note in respect mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such LoansBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility All Revolving Credit Loans made by each Lender Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company Revolving Credit Borrowers in substantially in the form of EXHIBIT Exhibit A heretoduly completed, in the principal amount equal to such Bank's Pro Rata Share of the Revolving Credit Facility, dated the date hereofsuch Bank becomes a Bank, payable to such Lender in a Bank for the account of its Applicable Lending Office and maturing as to principal amount equal on the Termination Date (the "Revolving Credit Note"). Each Bank is hereby authorized by the Revolving Credit Borrowers to endorse on the schedule attached to the Revolving Credit Note held by it the amount of its Three-Year Facility each Revolving Credit Commitment Loan, the type of the Revolving Credit Loan and each Conversion, Continuation and payment of principal amount received by such Bank for the account of its Applicable Lending Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as originally in effect and otherwise duly completed; and (ii) to the 364-Day Facility outstanding balance of the Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B heretosuch Bank; provided, dated the date hereofhowever, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make such notation with respect to any such recordation Revolving Credit Loan or endorsement Conversion, Continuation or payment shall not limit or otherwise affect the obligations of the Company Revolving Credit Borrowers under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to make any assignment of its Revolving Credit Note it will endorse the schedule attached to its Revolving Credit Note. The Term Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a payment when due promissory note of any amount owing hereunder or under such Note the Term Loan Borrower in respect substantially the form of Exhibit B duly completed, and payable to the order of such Loans. Bank for the account of its Applicable Lending Office (each a "Term Loan Note"). Each Term Loan Note shall be (a) dated the Prior Closing Date, (b) stated to mature on the Maturity Date and (c) No Lender payable as to principal in twelve (12) consecutive equal quarterly installments commencing June 30, 1999 and continuing on each Quarterly Date thereafter. The amount of such payments received by each Bank on each of the initial eleven (11) Quarterly Dates shall be entitled in the amount equal 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 one-twelfth of such LenderBank's relevant CommitmentPro Rata Share of the original principal amount of the Term Loan and the last installment received by each Bank shall be in the amount of such Bank's Pro Rata Share of the remaining principal amount outstanding on the Maturity Date. Each Banks' Term Loan Note shall bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, Loans and Note pursuant to payable as specified in, Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)2.07.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A 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 Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility 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 the Swingline Commitment as originally in effect and otherwise duly completed. The date and amount of each Swingline Loan and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of the Swingline Note, endorsed by the Swingline Bank on the schedule attached to such Swingline Note or any continuation thereof; provided that the failure by the Swingline Bank to make any such recordation or endorsement shall not affect any of the obligations of the Company hereunder or under the Swingline Note to make a payment when due. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any the Revolving Credit Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Revolving Credit Note or any continuation thereof; PROVIDED provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of such the Revolving Credit 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Upon the request of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoBorrowers, dated the date hereof, Third Restatement Date and payable to such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Third Restatement Date, and payable to the Swingline Lender, in an aggregate principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and Swingline Loan Ceiling. (iic) Each Lender is hereby authorized by the 364-Day Facility Revolving Credit Loans made by Borrowers to endorse on a schedule attached to each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable Note delivered to such Lender in (or on a principal amount equal to the amount continuation of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any continuation thereofsuch Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; PROVIDED provided, however, that the failure of such any Lender to make such a notation or any such recordation or endorsement error therein shall not affect the obligations of the Company to make a payment when due obligation of any amount owing hereunder or under Borrower to repay the Loans made by such Note Lender in respect accordance with the terms of such Loansthis Agreement and the applicable Notes. (cd) No Upon receipt of an affidavit and indemnity of a Lender shall be entitled as to have its Notes substituted the loss, theft, destruction 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ia) The Three-Year All Facility Revolving Credit A Loans made by each Lender Bank shall be evidenced by a single promissory note of the Company Borrower, dated as of the Closing Date, and in or substantially in the form of EXHIBIT Exhibit A heretoattached hereto (as amended, dated the date hereofendorsed, replaced or otherwise modified from time to time, such Bank's "Facility A Note"), payable to the order of such Lender Bank in a principal face amount equal to such Bank's Percentage of the amount of its Three-Year Facility Revolving Credit A Commitment as originally in effect and otherwise duly completed; and Amount. (iib) the 364-Day All Facility Revolving Credit B Loans made by each Lender Bank shall be evidenced by a single promissory note of the Company Borrower, dated as of the Closing Date, and in or substantially in the form of EXHIBIT Exhibit B heretoattached hereto (as amended, dated the date hereofendorsed, replaced or otherwise modified from time to time, such Bank's "Facility B Note"), payable to the order of such Lender Bank in a principal face amount equal to such Bank's Percentage of the Facility B Commitment Amount. The Borrower hereby irrevocably authorizes each Bank to make (or cause to be made) appropriate notations on the grid attached to such Bank's Note (or on a continuation of such grid attached to any such Note and made a part thereof), which notations, if made, shall evidence, among other things, the date of, the outstanding principal of and payments on the Loans evidenced thereby. Any such notations on any such grid indicating the outstanding principal amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account Loans evidenced thereby shall be rebuttable presumptive evidence of the principal thereofamount thereof owing and unpaid, shall be recorded by such 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 that but the failure of such Lender to make record any such recordation information on such grid shall not, however, limit or endorsement shall not otherwise affect the obligations Obligations of the Company to make a payment when due of any amount owing Borrower hereunder or under such Note in respect Notes to make payments of such Loansprincipal of or interest on the Loans when due. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Commitment and Revolving Credit Loans made by of each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated the date hereofappropriately dated, payable to such Lender in a principal an amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect of such Lender and otherwise duly completed; and (ii) . Thereafter, the 364-Day Facility Revolving Credit Loans made by Commitment of each Revolving Credit Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B Exhibit A hereto, dated the date hereofappropriately 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 Fixed Rate Lender or its designated nominee in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect the Fixed Rate Loan and otherwise duly completed. (bc) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each the Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any the Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED provided that the failure of such Lender to make any such recordation -------- or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans.Loan. Credit Agreement ---------------- (cd) No Lender shall be entitled to have its Notes substituted or exchanged for any reasonNote subdivided, or subdivided by exchange for promissory notes of lesser denominationsdenominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans Loan and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)11.06(b) hereof.

Notes. (ia) The Three-Year Facility A Revolving Credit Loans made by each Facility A Revolving Credit Lender to each Facility A Revolving Credit Borrower shall be evidenced by a single promissory note of the Company each Facility A Revolving Credit Borrower substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility A Revolving Credit Commitment as originally in effect (or, in the case of either Dutch Borrower, in the amount of the Facility A Revolving Credit Loans made to it) and otherwise duly completed; and . (iib) the 364-Day The Facility B Revolving Credit Loans made by each Facility B Revolving Credit Lender to Fabrene shall be evidenced by a single promissory note of the Company Fabrene substantially in the form of EXHIBIT B Exhibit A-2 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day the Facility B Revolving Credit Commitment as originally in effect Loans made to it and otherwise duly completed. (bc) The date, amount, Type, interest rate and duration of Interest Period (if applicable) and maturity (in the case of a Bankers' Acceptance Loan) of each Loan of each Class made by each Lender to the CompanyBorrowers, and each payment made on account of the principal thereof, shall be recorded by 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 provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company Borrowers to make a payment when due of any amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Loans.Note. Credit Agreement ---------------- (cd) No Lender shall be entitled to have its Notes substituted or exchanged for any reasonsubdivided, or subdivided by exchange for promissory notes of lesser denominationsdenominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Note Notes pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)12.06(b) hereof.

Notes. (i) The Three-Year Facility All Revolving Credit Loans made by each Lender Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company Borrower in substantially in the form of EXHIBIT Exhibit A heretoduly completed, in the principal amount equal to such Bank's Pro Rata Share of the Revolving Credit Facility, dated the date hereofsuch Bank becomes a Bank, payable to such Lender in a Bank for the account of its Applicable Lending Office and maturing as to principal amount equal on the Termination Date (the "Revolving Credit Note"). Each Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of its Three-Year Facility each Revolving Credit Commitment Loan, the type of the Revolving Credit Loan and each Conversion, Continuation and payment of principal amount received by such Bank for the account of its Applicable Lending Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as originally in effect and otherwise duly completed; and (ii) to the 364-Day Facility outstanding balance of the Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B heretosuch Bank; provided, dated the date hereofhowever, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make such notation with respect to any such recordation Revolving Credit Loan or endorsement Conversion, Continuation or payment shall not limit or otherwise affect the obligations of the Company Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to make any assignment of its Revolving Credit Note it will endorse the schedule attached to its Revolving Credit Note. The Term Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a payment when due promissory note of any amount owing hereunder or under such Note the Borrower in respect substantially the form of Exhibit B duly completed, and payable to the order of such Loans. Bank for the account of its Applicable Lending Office (each a "Term Loan Note"). Each Term Loan Note shall be (a) dated the Closing Date, (b) stated to mature on the Termination Date and (c) No Lender payable as to principal in twelve (12) consecutive equal quarterly installments commencing June 30, 1999 and continuing on each Quarterly Date thereafter. The amount of such payments received by each Bank on each of the initial eleven (11) Quarterly Dates shall be entitled in the amount equal 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 one-twelfth of such LenderBank's relevant CommitmentPro Rata Share of the original principal amount of the Term Loan and the last installment received by each Bank shall be in the amount of such Bank's Pro Rata Share of the remaining principal amount outstanding on the Termination Date. Each Banks' Term Loan Note shall bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, Loans and Note pursuant to payable as specified in, Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)2.07.

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending office in a principal an amount equal to the original principal amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and such Bank's Commitment. (iib) the 364-Day Facility Revolving Credit The Money Market Loans made by each Lender any Bank to the Borrower shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Money Market Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedthe aggregate Commitments. (bc) The date, amount, Type, interest rate and duration Swing Line Loans shall be evidenced by a single Swing Line Loan Note payable to the order of Interest Period the Swing Line Lender for the account of its Lending Office in an amount equal to the Swing Line Commitment. (if applicabled) Upon receipt of each Loan made by each Lender Bank's Notes pursuant to Section 3.01, the CompanyAgent shall deliver such Notes to such Bank. Each Bank shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Notes shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, and such Lender schedules of each such Bank's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on the schedule attached to such Note or any continuation thereofBank's Notes; PROVIDED provided, that the failure of such Lender any Bank to make any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under such Note in respect the Notes or the ability of such Loans. (c) No Lender shall be entitled any Bank to have assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes substituted or exchanged for and to attach to and make a part of any reasonNote a continuation of any such schedule as and when required. In order to verify the Loans outstanding from time to time, or subdivided for promissory notes at the request of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lenderthe Borrower, the Company agrees to so exchange any Note)Agent shall furnish the Borrower with its records of transactions under this Agreement, in reasonable detail.

Notes. (ia) The Three-Year Facility Upon the request of any Domestic Lender, the Revolving Credit Loans made by each such Domestic Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoDomestic Borrowers, dated the date hereofClosing Date, payable to the order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the request of any Swingline Lender, the Revolving Credit Loans made by such Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Swingline Lender, in an aggregate principal amount equal to the amount Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) any Canadian Lender. the 364-Day Facility Revolving Credit Loans made by each such Canadian Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT B heretoCanadian Borrower, dated the date hereofClosing Date, payable to the order of such Canadian Lender in a an aggregate principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedsuch Canadian Lender’s Commitment. (bd) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Loan made by each Lender Note delivered to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender (or on its books and, prior to any transfer a continuation of any Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any continuation thereofsuch Loan, each payment of interest on any such Loan and the other information provided for on such schedule; PROVIDED provided, however, that the failure of such any Lender to make such a notation or any such recordation or endorsement error therein shall not affect the obligations of the Company to make a payment when due obligation of any amount owing hereunder or under Borrower to repay the Loans made by such Note Lender in respect accordance with the terms of such Loansthis Agreement and the applicable Notes. (ce) No Upon receipt of an affidavit and indemnity of a Lender shall be entitled as to have its Notes substituted the loss, theft, destruction 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ia) The Three-Year Facility Revolving Credit Tranche A Loans made by each Lender the Bank shall be evidenced by a single promissory note of the Company each Borrower in substantially in the form of EXHIBIT A heretoExhibit A-1 or A-2, as appropriate, dated the date hereof, payable to such Lender the order of the Bank in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Tranche A Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B heretoeffect, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The dateTranche B Loans made by the Bank shall be evidenced by a single promissory note of each Borrower in substantially the form of Exhibit B-1 or B-2, amountas appropriate, Typedated the date hereof, interest rate payable to the order of the Bank in a principal amount equal to the Tranche B Commitment as originally in effect, and duration of Interest Period otherwise duly completed. In the event that a portion (if applicablebut not all) of each the Tranche A Loans are converted to a Term Loan made by each Lender pursuant to Section 2.01(c), the Borrower shall on or before the Term Loan Conversion Date for such Term Loan, execute and deliver to the CompanyBank a new Tranche A Note (in the form of Exhibit A-1 or A-2, as appropriate) in a principal amount equal to the Tranche A Commitment after giving effect to such conversion, and each payment made on account of dated the principal thereofTerm Loan Conversion Date for such Term Loan. If the Bank shall have received the new Tranche A Note duly executed by the Borrower as aforesaid, the Bank shall be recorded by such Lender on its books and, prior promptly return the existing Tranche A Note 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such LoansBorrower marked "replaced". (c) No Lender Each Term Loan shall be entitled evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit C, dated the Term Loan Conversion Date for such Term Loan, payable to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes the order of lesser denominations, except the Bank in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Note principal amount equal to the amount specified by the Borrower pursuant to Section 12.7 hereof (and2.01(c) for such Term Loan, if requested by any Lender, the Company agrees to so exchange any Note)and otherwise duly completed.

Notes. (ia) The Three-Year Facility Revolving Credit Loans (other than Registered Loans) made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated the date hereofEffective Date, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect on the Effective Date and otherwise duly completed; and . (iib) the 364-Day Facility Revolving Credit Loans The Tranche A Term Loan (other than Registered Loans) made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B Exhibit A-2 hereto, dated the date hereofEffective Date, payable to such Lender in a principal amount equal to the principal amount of its Tranche A Term Loan outstanding on the Effective Date and otherwise duly completed. (c) The Tranche B Term Loan (other than Registered Loans) made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-3 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect Tranche B Term Loan outstanding on the Effective Date and otherwise duly completed. (bd) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by 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 provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except (i) as contemplated by Section 7.01(e) hereof, (ii) in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Note Notes pursuant to Section 12.7 12.06(b) hereof and (iii) as provided in clause (f) below (and, if requested by any Lender, the Company agrees to so exchange any Note). (f) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Administrative Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender under this Agreement. Credit Agreement 45 - 40 - 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 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 Exhibits A-1, ▇-▇ ▇▇ A-3 hereto, as the case may be) and registered as provided in Section 12.06(g) hereof (herein, a "Registered Note"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by each Lender the Banks shall be evidenced by separate promissory notes of each Borrower payable to each Bank (each, a single promissory note of "Note" and collectively, the Company "Notes"), each in substantially in the form of EXHIBIT Exhibit A hereto, . Each Note shall be dated the date hereofof this Agreement, shall be payable to the order of such Lender Bank and (i) in the case of the Note made by Griffon shall be in a principal amount equal to the amount of its Three-Year Facility Revolving Credit such Bank's Commitment as originally in effect and otherwise duly completed; and (ii) in the 364-Day Facility Revolving Credit Loans case of the Note made by each Lender Telephonics shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and such Telephonics Sublimit Commitment. Each Note shall also otherwise be duly completed. The Notes shall be payable as provided in Sections 2.1 and 2.5 hereof. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of Each Bank shall enter on a schedule attached to its Note a notation with respect to each Loan made by each Lender to hereunder of: (i) the Companydate and principal amount thereof, and (ii) each payment made on account and prepayment of the principal thereof, shall (iii) whether the interest rate is initially to be recorded by such Lender on its books anddetermined in accordance with subsection 2.6(a) (i) or 2.6(a) (ii) hereof, prior to any transfer and (iv) the Interest Period, if applicable. The failure of any Note evidencing the Loans held by it, endorsed by such Lender Bank to make a notation on the schedule attached to such its Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement as aforesaid shall not limit or otherwise affect the obligations obligation of either Borrower to repay the Company to make a payment when due of any amount owing hereunder or under such Note Loans in respect of such Loansaccordance with their respective terms as set forth herein. (c) No Lender shall be entitled to have its The Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except executed by Griffon in connection with a permitted assignment this Agreement payable to the order of all or any portion each Existing Bank shall amend, restate, replace and supersede the promissory notes made by Griffon to the order of each such LenderBank in connection with the Original Agreement. (d) The Notes executed by Telephonics in connection with this Agreement payable to the order of Fleet and Chase shall amend, restate, replace and supersede the promissory notes made by Telephonics to the order of each such Bank in connection with the each such Bank's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)prior lending relationship with Telephonics.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by each Lender Bank shall be evidenced by a single promissory note of the Company Credit Agreement substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated the date hereofRestatement Date, payable to such Lender Bank in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Each Term Loan made by each Bank shall be evidenced by a separate promissory note of the Company substantially in the form of Exhibit A-2 hereto, dated the date of such Term Loan, payable to such Bank in a principal amount equal to the amount of such Term Loan and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Lender Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender Bank on its books and, prior to any transfer of any the Revolving Credit Note evidencing the Revolving Credit Loans held by it, endorsed by such Lender Bank on the schedule attached to such Revolving Credit Note or any continuation thereof; PROVIDED provided that the failure of such Lender Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Revolving Credit Loans evidenced by such LoansRevolving Credit Note. (cd) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-3 hereto, dated the Amendment Effective Date, payable to the Swingline Bank in a principal amount equal to $10,000,000 and otherwise duly completed. The date and amount of each Swingline Loan and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of its Swingline Note, endorsed by the Swingline Bank on the schedule attached to the Swingline Note or any continuation thereof; provided that the failure by the Swingline Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any Credit Agreement amount owing hereunder or under such Swingline Note in respect of the Swingline Loans evidenced by such Swingline Note. (e) No Lender Bank shall be entitled to have its Notes substituted or exchanged for any reasonsubdivided, or subdivided by exchange for promissory notes of lesser denominationsdenominations or otherwise, except in connection with a permitted assignment of all or any portion of such LenderBank's relevant Commitment, Loans and Notes pursuant to Section 11.06(b) hereof. The Swingline Bank shall not 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 the Swingline Bank's Swingline Commitment, the Swingline Loans and the Swingline Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)11.06(g) hereof.

Notes. (i) The Three-Year Facility Revolving Credit Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Revolving Note payable to the order of such Lender Bank in a principal amount equal to the amount of its Three-Year Facility such Bank's Revolving Credit Commitment as Amount originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by effect. The Term A Loan of each Lender Bank shall be evidenced by a single promissory note Term A Note payable to the order of the Company substantially such Bank in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to such Bank's Term A Loan Commitment Amount. The Term B Loan of each Bank shall be evidenced by a Term B Note payable to the order of such Bank in the principal amount equal to such Bank's Term B Loan Commitment Amount. Each Bank shall enter in its ledgers and records the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The dateTerm A Loan, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Companyits Term B Loan, and each payment Revolving Loan, the various Advances made and the payments made thereon, and each Bank is authorized by the Borrower to enter on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender on the a schedule attached to its Term A Note, Term B Note, or Revolving Note, as appropriate, a record of such Note or any continuation thereofTerm A Loan, Term B Loan, Revolving Loans, Advances and payments; PROVIDED provided, however that the failure of such Lender by any Bank to make any such recordation entry or endorsement any error in making such entry shall not limit or otherwise affect the obligations obligation of the Company to make a payment when due of any amount Borrower hereunder and on the Notes, and, in all events (a) the principal amounts owing hereunder or under such Note by the Borrower in respect of such Loans. the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Banks less all payments of principal thereof made by the Borrower, (b) the principal amount owing by the Borrower in respect of the Term A Notes shall be the aggregate amount of all Term A Loans made by the Banks less all payments of principal thereof made by the Borrower, and (c) No Lender the principal amount owing by the Borrower in respect of the Term B Notes 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 the aggregate amount of all or any portion Term B Loans made by the Banks less all payments of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested principal thereof made by any Lender, the Company agrees to so exchange any Note)Borrower.

Notes. (ia) The Three-Year Facility obligation of the Company to repay the Revolving Credit Loans will be evidenced by the Company's revolving credit notes (the "Revolving Credit Notes") payable to the order of each of the Lenders at the office of the Agent at ▇▇▇ ▇. ▇▇▇▇▇ Street, 15th Floor, Charlotte, North Carolina 28255, or such other place as the Agent may from time to time designate, each of which will be substantially in the form of Exhibit B attached hereto with the blanks therein appropriately completed, dated as of the date of this Agreement and payable on the Revolving Credit Termination Date, on which date the entire unpaid principal balance of the Revolving Credit Notes and all interest accrued thereon will be due and payable in full. Each Lender is hereby authorized to record on its Revolving Credit Note or on its internal records the amount and date of each Advance of Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated it and the date hereof, payable to such Lender in a principal amount equal to the and amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility each repayment of principal of Revolving Credit Loans made by each Lender shall be evidenced to it; provided that the failure to make any such notation or any error therein will not affect the Company's obligation with respect to such Revolving Credit Loans. Absent manifest error, the information so recorded by a single promissory note Lender will be prima facie evidence of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedowed. (b) The dateobligation of the Company to repay the Swingline Loans will be evidenced by the Company's swingline note (the "Swingline Note") payable to the order of NationsBank at its office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, amount▇▇▇▇▇▇▇▇, Type▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as NationsBank may from time to time designate, substantially in the form of Exhibit C attached hereto with the blanks therein appropriately completed, dated as of the date of this Agreement and payable on the Revolving Credit Termination Date, on which date the entire unpaid principal balance of the Swingline Note and all accrued interest rate thereon will be due and duration of Interest Period (if applicable) payable in full. NationsBank is hereby authorized to record on the Swingline Note or on its internal records the amount and date of each Swingline Loan made by it and the date and amount of each Lender repayment of principal of Swingline Loans made to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 provided that the failure of such Lender to make any such recordation notation or endorsement shall any error therein will not affect the obligations Company's obligation with respect to the Swingline Loans. Absent manifest error, the information so recorded by NationsBank will be prima facie evidence of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loansowed. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Tranche A Loans made by each Lender under Section 2.01(a) shall be evidenced by a single promissory note of executed by the Company Lessor in substantially in the form of EXHIBIT B (individually a "TRANCHE A heretoNOTE" and collectively the "TRANCHE A NOTES"), dated as of the date hereofsuch Lender becomes a party to this Agreement, payable to the order of such Lender in a principal amount equal to the maximum amount of its Three-Year Facility Revolving Credit Tranche A Loan Commitment as originally in effect and otherwise duly completed; . The date and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Tranche A Loan made by each Lender to the CompanyLender, and each payment all payments made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by itits Tranche A Note, endorsed by such Lender on the schedule schedules attached to such its Tranche A Note or any continuation thereof; PROVIDED that . (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 failure Lessor, in substantially the form of EXHIBIT C (individually a "TRANCHE B NOTE" and collectively the "TRANCHE B NOTES"), dated as of the date such Lender becomes a party to this Agreement, payable to the order of such Lender in a principal amount equal to make any such recordation or endorsement shall not affect the obligations maximum 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, and all payments made on account of the Company principal thereof, shall be recorded by such Lender on its books and, prior to make a payment when due any transfer of its Tranche B Note, on the schedules attached to its Tranche B Note or any amount owing hereunder or under such Note in respect of such Loanscontinuation thereof. (c) No Upon receipt of an affidavit of an officer of any Lender shall be entitled as to have the loss, theft, destruction or mutilation of 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 Note pursuant to Section 12.7 hereof (and, if requested by any LenderNote, the Company agrees to so exchange any Note)Lessor will issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor.

Notes. (i) The Three-Year Facility Revolving Credit Loans (other than Swingline Loans) made by each Revolving Credit Lender shall shall, at the request of such Revolving Credit Lender, be evidenced by a single promissory note of the Company Borrowers in substantially in the form of EXHIBIT A heretoExhibit I-1 to the Original Credit Agreement, dated (i) the Original Closing Date or (ii) the effective date hereofof an Assignment pursuant to Section 12.06(b), payable to the order of such Revolving Credit Lender in a principal amount equal to the amount of its Three-Year Facility Maximum Revolving Credit Commitment Amount as originally in effect and otherwise duly completed; completed and (ii) the 364-Day Facility Revolving Credit such substitute Notes as required by Section 12.06(b). The Term Loans made by each Term Lender shall shall, at the request of such Term Lender, be evidenced by a single promissory note of the Company Borrowers in substantially in the form of EXHIBIT B heretoExhibit I-2 to the Original Credit Agreement, dated as of (i) the Third Restatement Effective Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Term Lender and otherwise duly completed. The Swingline Loans made by the Swingline Lender resulting from the advances under Section 2.01(c) shall, at the request of the Swingline Lender, be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to the Original Credit Agreement, dated the date hereofOriginal Closing Date, payable to such the order of the Swingline Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Swingline Commitment. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyLender, and each payment 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 of any Note evidencing the Loans held by it, may be endorsed by such Lender on the schedule attached to such Note Notes or any continuation thereof; PROVIDED that the failure of thereof or on any separate record maintained by such Lender Lender. Failure to make any such recordation notation or endorsement to attach a schedule shall not affect the any Lender’s or any Borrower’s rights or obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (c) No Lender shall be entitled to have its Notes substituted Loans 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 affect the validity of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested transfer by any Lender, the Company agrees to so exchange any Lender of its Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of made by the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Borrower and payable to the order of such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit such Lender's Commitment as originally in effect and otherwise duly completed; , in substantially the form of EXHIBIT C-1 to the Original Loan Agreement (individually, a "REVOLVING CREDIT NOTE" and collectively, the "REVOLVING CREDIT NOTES"). (iib) the 364-Day Facility Revolving The Credit Period Term Loans made by each Lender shall be evidenced by a single promissory note of made by the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Borrower and payable to the order of such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit such Lender's Commitment as originally in effect and otherwise duly completed. , in substantially the form of EXHIBIT C-2 to the Original Loan Agreement (b) individually, a "CREDIT PERIOD TERM NOTE" and collectively, the "CREDIT PERIOD TERM NOTES"). The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan Conversion Term Loans made by each Lender shall be evidenced by a single promissory note made by the Borrower and payable to the Companyorder of such Lender in a principal amount equal to such Lender's pro rata share of the Revolving Credit Loans that are converted into Conversion Term Loans on the Commitment Termination Date and otherwise duly completed, in substantially the form of EXHIBIT C-3 to the Original Loan Agreement (individually, a "CONVERSION TERM NOTE" and collectively, the "CONVERSION TERM NOTES"). Upon payment in full of the Revolving Credit Loans or conversion of such Revolving Credit Loans into Conversion Term Loans and receipt of a duly completed Conversion Term Note by each Lender, all Revolving Credit Notes theretofore outstanding will be returned to the Borrower. Upon payment in full of the Credit Period Term Loans, all Credit Period Term Notes will be returned to the Borrower. (c) All Revolving Credit Loans and Credit Period Term Loans and all payments and prepayments made on account of the principal thereof, of such Loans shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such each Lender on the schedule attached to the applicable Note. The Borrower hereby authorizes the Lenders to make all notations on such Note or schedules to record such matters and such notations shall, in the absence of manifest error, be conclusive as to the outstanding balance thereunder; PROVIDED, HOWEVER, that any continuation thereof; PROVIDED that the failure of such by any Lender to make any such recordation or endorsement notation shall not limit or otherwise affect the obligations of the Company to make a payment when due of any amount owing Borrower hereunder or under such Note the Notes in respect of such the 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Term Loans made by each Lender and the Letter of Credit Obligations owed to each Lender shall be evidenced by a single promissory note of the Company Borrowers substantially in the form of EXHIBIT A heretoExhibit A, dated with appropriate insertions therein as to date and principal amount (each as indorsed or modified from time to time, a "Note" and, collectively with the date hereofTerm Notes of all other Lenders, the "Notes"), payable to the order of such Lender for the account of its Applicable Lending Office and representing the obligation of the Borrowers to pay on the Termination Date the aggregate unpaid principal balance of the Term Loans made by such Lender and Letter of Credit Obligations owed to each Lender, with interest thereon as prescribed in a Section 2.06. Each Note shall (i) be dated the Effective Date, (ii) be stated to mature on the Termination Date and (iii) bear interest from the date thereof on the unpaid principal amount equal to balance thereof at the applicable interest rate or rates per annum determined as provided in Section 2.06. The (i) date and amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and the Term Loan made by a Lender consisting of an Alternate Base Rate Loan, a Eurodollar Rate Loan or a combination thereof, (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicableany) of each applicable to Eurodollar Rate Loan made by each Lender to the Company, and (iii) each payment made on account and prepayment of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by itits Note, endorsed indorsed by such Lender on the schedule attached to such Note thereto or any continuation thereof; PROVIDED , provided that the failure of such Lender to make any such recordation or endorsement indorsement shall not affect the obligations of the Company Borrowers to make a payment when due of any amount owing hereunder or under such the Loan Documents. Interest on each 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 payable as specified in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note2.06(b).

Notes. (ia) The Three-Year Facility Revolving Credit Syndicated Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Syndicated Dollar Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of such Bank's Commitment and a single Foreign Currency Loan Note from each of Russ▇▇▇ ▇▇▇poration and Russ▇▇▇ ▇▇▇ope Limited, each payable to the order of such Bank for the account of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Lending Office. The Swing Loans made by each Lender shall be evidenced by a single promissory note Swing Loan Note payable to the order of the Company substantially Wachovia in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a original principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed$15,000,000. (b) The date, amount, Type, interest rate and duration 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 Interest Period such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the Aggregate Commitments. (if applicablec) Upon receipt of each Loan made by each Lender Bank's Notes pursuant to Section 3.01, the CompanyAdministrative Agent shall deliver such Notes to such Bank. Each Bank shall record, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Notes shall endorse on the Loans held schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto, whether such Lender Loan is a Base Rate Loan, Euro-Dollar Loan or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the Foreign Currency, and such schedules of each such Bank's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on the schedule attached to such Note or any continuation thereofBank's Notes; PROVIDED provided that the failure of such Lender any Bank to make make, or any error in making, any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under such Note in respect the Notes or the ability of such Loans. (c) No Lender shall be entitled any Bank to have assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes substituted or exchanged for and to attach to and make a part of any reason, or subdivided for promissory notes Note a continuation of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans schedule as and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)when required.

Notes. (a) In connection with the effectiveness of the Original Credit Agreement, the Borrower delivered to the Agent, for the account of each Bank, duly executed "Notes" substantially in the form of Exhibit A to the Original Credit Agreement (collectively, the "Original Notes") to evidence the "Loans" of each Bank under the Original Credit Agreement and in connection with the effectiveness of the Bridge Credit Agreement, the Borrower delivered to the Agent, for the account of each Bank, duly executed "Bridge Notes" substantially in the form of Exhibit A to the Bridge Credit Agreement (collectively, the "Bridge Notes") to evidence the "Bridge Loans" of each Bank under the Bridge Credit Agreement. On or prior to the Effective Date, (i) The Three-Year Facility Revolving the Borrower shall deliver to the Agent, for the account of each Bank, duly executed Notes, substantially in the form of Exhibit A hereto and (ii) each Bank shall deliver to the Agent, for cancellation and delivery to the Borrower promptly after the Effective Date, its Original Note and its Bridge Note (or in the case of loss thereof, a written agreement of indemnity by such Bank for such loss in customary form and executed by such Bank). On the Effective Date, each Bank's Original Note and Bridge Note shall be amended and restated by such duly executed new Note, and each Bank's Original Note and Bridge Note shall be canceled. From and after the Effective Date, the Loans of each Bank (whether made under the Original Credit Loans made by each Lender Agreement, the Bridge Credit Agreement or this Agreement) shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Note payable to the order of such Lender in a principal amount equal to Bank for the amount account of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedApplicable Lending Office. (b) The Each Bank may, by notice to the Borrower and the Agent, request that its Loans of a particular Class or 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, with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Class or type. Each reference in this Agreement to the "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 2.03(a) or Section 2.03(b), the Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, Type, interest rate amount and duration of Interest Period (if applicable) maturity of each Loan made by it and the date and amount of each Lender to payment of principal made by the CompanyBorrower with respect thereto, and each payment made on account of the principal thereofmay, shall be recorded by if such Lender on its books and, prior to Bank so elects in connection with any transfer or enforcement of any Note evidencing the Loans held by itits Note, endorsed by such Lender endorse on the schedule attached forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Note or any continuation thereofLoan then outstanding; PROVIDED provided that the failure of such Lender any Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Note in respect of such Loansschedule as and when required. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans made by each Lender shall shall, if requested by such Lender in writing, be evidenced by a single promissory note of the Company Borrower in substantially in the form of EXHIBIT A heretoExhibit A-1 for Revolving Loans or Exhibit A-2 for Term Loans, dated dated, in the case of (i) any Lender party hereto as of the date hereofof 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 Lender in a principal amount equal to its Applicable Percentage of the amount of its Three-Year Facility Revolving Credit Commitment Loan Commitments or the Term Loans, as originally applicable, as in effect on such date, and otherwise duly completed; . In the event that any Revolving Lender’s Revolving Loan Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise) or the aggregate outstanding amount of any Term Lender’s Term Loans increases as a result of such Term Lender’s purchase of additional Term Loans pursuant to an Assignment and (ii) Assumption in accordance with Section 12.04(b), upon the 364-Day Facility request of such Revolving Credit Loans made by each Lender or Term Lender, the Borrower shall deliver or cause to be evidenced by delivered a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, new Note payable to the order of such Lender in a principal amount equal to its Applicable Percentage of the Revolving Loan Commitments or its aggregate outstanding principal amount of its 364-Day Facility Revolving Credit Commitment Term Loans, as originally in applicable after giving effect to such increase or decrease, and otherwise duly completed. (b) completed and the affected Lender shall deliver the Note being replaced to the Borrower immediately. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the CompanyLender, and each payment all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of any Note evidencing the Loans held by ittransfer, may be endorsed by such Lender on the a ​ ​ ​ schedule attached to such Note or any continuation thereof; PROVIDED that the failure of thereof or on any separate record maintained by such Lender Lender. Failure to make any such recordation notation or endorsement to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (c) No Lender shall be entitled to have its Notes substituted Loans 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 affect the validity of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested transfer by any Lender, the Company agrees to so exchange any Lender of its Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Borrower in substantially in the form of EXHIBIT A C-1 hereto, dated the date hereofClosing Date, payable to the order of such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Loans Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Tranche A Term Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially Borrower in the form of EXHIBIT B C-2 hereto, dated the date hereofClosing Date, payable to the order of such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Tranche A Term Loan Commitment as originally in effect and otherwise duly completed. ; and the Tranche B Term Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in the form of 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 (bor a continuation thereof) The attached to each Note of such Lender, to the extent applicable, the date, amount, Type, interest rate amount and duration Type of and the Interest Period (if applicable) of for each Loan made by each such Lender to the Company, Borrower hereunder and the amount of each payment made on account or prepayment of the principal thereof, shall be recorded of such Loan received by such Lender on its books andLender; PROVIDED, prior to HOWEVER, that any transfer of any Note evidencing the Loans held failure by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or Borrower under such Note or this Agreement in respect of such LoansLoan. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Revolving Note payable to the order of such Lender Bank in a principal amount equal to the amount of its Three-Year Facility such Bank's Revolving Credit Commitment as Amount originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by effect. The Term A Loan of each Lender Bank shall be evidenced by a single promissory note Term A Note payable to the order of the Company substantially such Bank in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to such Bank's Term A Loan Commitment Amount. The Term B Loan of each Bank shall be evidenced by a Term B Note payable to the order of such Bank in the principal amount equal to such Bank's Term B Loan Commitment Amount. The Term C Loan of each Bank shall be evidenced by a Term C Note payable to the order of such Bank in the principal amount equal to such Bank's Term C Loan Commitment Amount. Each Bank shall enter in its ledgers and records the amount of its 364-Day Facility Term A Loan, its Term B Loan, its Term C Loan and each Revolving Credit Commitment as originally in effect Loan, the various Advances made and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan the payments made by each Lender to the Companythereon, and each payment made Bank is authorized by the Borrower to enter on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender on the a schedule attached to such its Term A Note, Term B Note, Term C Note or any continuation thereofRevolving Note, as appropriate, a record of such Term A Loan, Term B Loan, Term C Loan Revolving Loans, Advances and payments; PROVIDED provided, however that the failure of such Lender by any Bank to make any such recordation entry or endorsement any error in making such entry shall not limit or otherwise affect the obligations obligation of the Company to make a payment when due of any amount Borrower hereunder and on the Notes, and, in all events (a) the principal amounts owing hereunder or under such Note by the Borrower in respect of such Loans. the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Banks less all payments of principal thereof made by the Borrower, (b) the principal amount owing by the Borrower in respect of the Term A Notes shall be the aggregate amount of all Term A Loans made by the Banks less all payments of principal thereof made by the Borrower, (c) No Lender the principal amount owing by the Borrower in respect of the Term B Notes 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 the aggregate amount of all or any portion Term B Loans made by the Banks less all payments of such Lender's relevant Commitmentprincipal thereof made by the Borrower, and (c) the principal amount owing by the Borrower in respect of the Term C Notes shall be the aggregate amount of all Term C Loans and Note pursuant to Section 12.7 hereof (and, if requested made by any Lender, the Company agrees to so exchange any Note)Banks less all payments of principal thereof made by the Borrower.

Notes. (ia) The Three-Year Facility Revolving Credit Loans Each Tranche 1 Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the applicable Lending Office of such Tranche 1 Lender resulting from each Loan made by each such Lending Office of such Tranche 1 Lender shall be evidenced by a single promissory note from time to time, including the amounts of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, principal and interest payable and paid to such Lending Office of such Tranche 1 Lender in a principal amount equal from time to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedtime under this Agreement. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender Administrative Agent shall maintain the Register pursuant to the CompanySection 11.7(b), and a subaccount for each payment made on account of the principal thereofTranche 1 Lender, in which Register and subaccounts (taken together) shall be recorded by (i) the amount of each such Lender on its books andLoan, prior to any transfer the Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any Note evidencing the Loans held by it, endorsed by such principal or interest due and payable or to become due and payable from each Borrower to each Tranche 1 Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Tranche 1 Lender’s share thereof. (c) No The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrower therein recorded; provided, however, that the failure of any Tranche 1 Lender 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 Tranche 1 Lender in accordance with the terms of this Agreement. (d) The Loans made by each Tranche 1 Lender shall, if requested by the applicable Tranche 1 Lender (which request shall be made to the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, executed by each Borrower and payable to the order of such Tranche 1 Lender. Each Note shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes all of lesser denominations, except in connection with a permitted assignment the benefits of all or any portion of such Lender's relevant Commitment, Loans this Agreement and Note pursuant the other Credit Documents and shall be subject to Section 12.7 the provisions hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)and thereof.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by of each Lender to the Company shall be evidenced by a single promissory note Revolving Credit Note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, payable to the order of such Lender in a principal amount equal to the amount of its Three-Year Facility such Lender's Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Commitment, each of which Revolving Credit Loans made Notes shall be in substantially the form of Exhibit 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 Lender), the "Revolving Credit Notes"). (b) The Term Loan of each Lender to ▇▇▇▇▇▇▇ Electronics shall be evidenced by a single promissory note Term Loan Promissory Note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, ▇▇▇▇▇▇▇ Electronics payable to the order of such Lender in a an original principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment such Lender's Term Loan Commitment, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as originally the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Term Loan Note issued in effect and otherwise duly completedfull or partial replacement of an existing Term Loan Note as a result of an assignment by a Lender), the "Term Loan Notes"). (bc) The Each Lender shall record in its books and records the date, amount, Type, interest rate type and duration of Interest Period (if applicableany) of each Revolving Credit Loan made by each Lender it to the Company, Company and the date and amount of each payment of principal and/or interest made on account by the Company with respect thereto; provided, however, that the obligation of the principal thereof, Company to repay each Revolving Credit Loan made to the Company under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender to make any such recordation or endorsement any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Company shall not affect the obligations be conclusive evidence of the Company to make a payment when due items set forth therein in the absence of any amount owing hereunder or under such Note in respect of such Loansdemonstrable error. (cd) No Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the Term Loan made by it to ▇▇▇▇▇▇▇ Electronics and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Electronics with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Electronics to repay the Term Loan made by such Lender to ▇▇▇▇▇▇▇ Electronics under this Agreement shall be entitled absolute and unconditional, notwithstanding any failure of such Lender to have its Notes substituted make any such recordation or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except mistake by such Lender in connection with a permitted assignment any such recordation. The books and records of all or any portion each Lender showing the account between such Lender and ▇▇▇▇▇▇▇ Electronics shall be conclusive evidence of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)items set forth therein in the absence of demonstrable error.

Notes. (ia) The Three-Year Facility Revolving Credit Revolver Loans made by each Lender Bank shall be evidenced by a single promissory note of the Company Borrowers, substantially in the form of EXHIBIT A heretoExhibit A-1, dated the with appropriate insertions as to payee, date hereofand principal amount (a “Revolver Note”), payable to the order of such Lender Bank and in a principal amount equal to the amount of the initial Commitment of such Bank; provided, however, that the principal amount of each Revolver Loan made in an Optional Currency shall be paid by the Borrowers in such Optional Currency. Each Bank is hereby authorized to record the date, currency, Type and amount of each Revolver Loan made by such Bank, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Three-Year Facility Revolving Credit Commitment as originally Revolver Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of any Bank to make such recordation (or any error in effect and otherwise duly completed; such recordation) shall not affect the obligations of the Borrowers hereunder or under such Revolver Note. Each Revolver Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (iic) provide for the 364-Day Facility Revolving Credit payment of interest in accordance with Sections 2.9 and 2.10. (b) The Swing Line Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofSwing Line Note, payable to such Lender the order of the Swing Line Bank and in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) the Swing Line Commitment. The Swing Line Bank is hereby authorized to record the date, amount, Type, interest rate Type and duration of Interest Period (if applicable) amount of each Swing Line Loan made by each Lender to such Bank and the Company, date and amount of each payment made on account or prepayment of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender thereof on the schedule attached annexed to and constituting a part of the Swing Line Note, and any such Note or any continuation thereof; PROVIDED recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of such Lender the Swing Line Bank to make any such recordation (or endorsement any error in such recordation) shall not affect the obligations of the Company to make a payment when due of any amount owing Borrowers hereunder or under such the Swing Line Note. The Swing Line Note in respect of such Loans. shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) No Lender shall be entitled to have its Notes substituted or exchanged provide for any reason, or subdivided for promissory notes the payment of lesser denominations, except interest in connection accordance with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans Sections 2.9 and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)2.10.

Notes. (ia) The Three-Year Facility Promptly following the request of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A hereto, dated the date hereofBorrowers, payable to such Lender in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, payable to the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of its Three-Year Facility each Revolving Credit Commitment as originally in effect Loan from such Lender, each payment and otherwise duly completedprepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; and (ii) provided, however, that the 364-Day Facility failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to accordance with the amount terms of its 364-Day Facility Revolving Credit Commitment as originally in effect this Agreement and otherwise duly completedthe applicable Notes. (bd) The date, amount, Type, interest rate Upon receipt of an affidavit and duration indemnity of Interest Period (if applicable) of each Loan made by each a Lender as to the Companyloss, theft, destruction or mutilation of such ▇▇▇▇▇▇’s Note and each payment made on account upon cancellation of such Note, the principal Borrowers will promptly issue, in lieu thereof, shall be recorded by such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such replacement 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 favor of such Lender's relevant Commitment, Loans in the same principal amount thereof and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)otherwise of like tenor at such ▇▇▇▇▇▇’s expense.

Notes. (ia) The Three-Year Facility Revolving Credit Term Loans made by each Lender shall be evidenced by a single promissory note notes of the Company substantially in the form of EXHIBIT A hereto, dated the date hereofBorrower for each Bank, payable to the order of such Lender Bank, for the account of its Lending Office in a principal amount amounts equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender such Bank's Term Loan Commitment. Each such note shall be evidenced by a single promissory note of dated the Company date hereof and shall be substantially in the form of EXHIBIT B hereto, dated attached hereto as Exhibit A-1 (the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect "Term Loan Note") and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) Revolving Credit Loans of each Loan Bank shall be evidenced by a single note in the form of Exhibit A-2 attached hereto (individually, the "Revolving Credit Note" and collectively, the "Revolving Credit Notes") payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Revolving Credit Commitment. (c) The Money Market Loans made by each Lender any Bank to the CompanyBorrower shall be evidenced by a single note in the form of Exhibit A-3 attached hereto (the "Money Market Note") payable to the order of such Bank for the account of its Lending Office. (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, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Notes shall endorse on the Loans held schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Lender Bank's Term Loan Note and Revolving Credit Note, such Loan is a Base Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on the schedule attached to such Note or any continuation thereofBank's Notes; PROVIDED provided that the failure of such Lender any Bank to make make, or any error in making, any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under such Note in respect the Notes or the ability of such Loans. (c) No Lender shall be entitled any Bank to have assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes substituted or exchanged for and to attach to and make a part of any reason, or subdivided for promissory notes Note a continuation of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans schedule as and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)when required.

Notes. Sections 2.11(a) and (ib) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Agreement are hereby amended as follows: (a) Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of date of request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Note, Term Note, Equipment Loans Note, and/or Term Loans B Note, as applicable, substantially in the form forms of EXHIBIT A heretoExhibit 2.11(a), dated with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the date hereof“Notes”), payable to the order of such Lender and in a principal amount equal to the amount of its Three-Year Facility such Lender’s Revolving Credit Commitment Commitment, Term Loan Commitment, Equipment Loan Commitment, and/or Term Loans B Commitment, as originally in effect and otherwise duly completed; and applicable. Each Note shall (iix) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofthe applicable Commitment became effective, (y) be payable to such Lender as provided herein and (z) provide for the payment of interest in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedaccordance with Section 2.4. (b) The dateRevolving Loans and Borrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, amountthis Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans and Borrowers’ obligation to repay the same shall be evidenced by the Term Loan Notes, Typethis Agreement and the books and records of Agent and the Term Loan Lenders. The Equipment Loans and Borrowers’ obligation to repay the same shall be evidenced by the Equipment Loans Notes, interest rate this Agreement and duration the books and records of Interest Period Agent and the Equipment Loan Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term Loan B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a subaccount therein for each Lender, in which shall be recorded (if applicablei) the amount of each Loan made by hereunder, whether each Lender to the Companysuch Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment made on account Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the principal amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, shall be recorded however, any failure by Agent to maintain the Register or any such Lender on its books and, prior subaccount with respect to any transfer of any Note evidencing the Loans held by itLoan or continuation, endorsed by such Lender on the schedule attached to such Note conversion or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement payment thereof shall not limit or otherwise affect the Borrowers’ obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loansthe Notes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving 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 form of Exhibit A to the Existing Credit Agreement (collectively, the "EXISTING NOTES") to evidence the Existing Loans made by of each Lender 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 shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Note payable to the order of such Lender 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 Loans. On or promptly after the Effective Date, each Existing Bank shall deliver to the Administrative Agent for delivery to the Borrower its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and Existing Note (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially or in the case of loss thereof, a written agreement of indemnity by such Bank for such loss in customary form of EXHIBIT B hereto, dated the date hereof, payable to and executed by such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedBank) marked "CANCELLED". (b) The Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of its Loans of such type. Each such Note shall be in substantially the form of Exhibit 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 include any or all of such Notes, as the 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 the date, amount, Type, interest rate amount and duration of Interest Period (if applicable) type of each Loan made by it and the date and amount of each Lender to payment of principal made by the CompanyBorrower with respect thereto, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any its Note evidencing the Loans held by it, endorsed by such Lender may endorse on the schedule attached forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Note or any continuation thereofLoan then outstanding; PROVIDED provided that the failure of such Lender any Bank to make any such recordation or endorsement shall not affect the obligations of the Company Borrower hereunder or of the 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 payment when due part of its Note a continuation of any amount owing hereunder or under such Note in respect of such Loansschedule as and when required. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility A Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Borrower substantially in the form of EXHIBIT A heretoExhibit A-1, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility A Revolving Credit Commitment as originally in effect and otherwise duly completed; and . (iib) the 364-Day The Facility Revolving Credit B Term Loans made by each Lender shall be evidenced by a single promissory note of the Company Borrower substantially in the form of EXHIBIT Exhibit A-2, dated the date hereof, payable to such lender in a principal amount equal to its Facility B heretoTerm Loan Commitment as originally in effect and otherwise duly completed. (c) The Facility C Term Loans made by each Lender shall 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 the amount of its 364-Day Facility Revolving Credit C Term Loan Commitment as originally in effect and otherwise duly completed. (bd) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to the CompanyBorrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any 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 provided that -------- the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company Borrower to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (ce) 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 Lender's relevant Commitment, Loans and Note Notes pursuant to Section 12.7 hereof 12.06 (and, if requested by any Lender, the Company Borrower agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by Borrower, in the date hereofprincipal amount of $400,000,000, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such Lender in a principal amount equal note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the amount "Bid Rate Loan Note"). The Swing Loan of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Swing Lender shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company substantially Borrower, in the form of EXHIBIT B heretoB-2, dated the date hereofduly completed and executed by Borrower, payable to the Swing Lender (such Lender note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the "Swing Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in a the Bid Rate Loan Note, and, in the case of the Swing Lender, the Swing Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests and Swing Loan Notes 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 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 amount Bank making such Bid Rate Loan at the earlier of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Principal amounts evidenced by the Swing Loan Notes shall become due and payable three (if applicable3) of each Loan made Banking Days after said amounts are advanced. Each Bank is hereby authorized by each Lender Borrower to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. The Swing Lender is hereby authorized by Borrower to endorse on the schedule attached to the Swing Loan Note held by it, the amount of each advance and each payment of principal received by the Swing Lender for the account of its Applicable Lending Office(s) on account of its Swing Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Swing Loan made by the Swing Lender. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of 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 rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due Notes. In case of any amount owing hereunder loss, theft, destruction or under such Note in respect mutilation of any Bank's Note, Borrower shall, upon its receipt of an affidavit of an officer of such LoansBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Revolving Credit Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its Three-Year Facility such Bank's Revolving Credit Commitment as originally in effect and otherwise duly completed; and Commitment. (iib) the 364-Day Facility Revolving Credit Loans made by The Term Loan of each Lender Bank shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Term Loan Note payable to the order of such Lender Bank for the account of its Lending Office in a principal an amount equal to the original principal amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedsuch Bank's Term Loan Commitment. (bc) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan Swing Line Loans made by each the Swing Line Lender to the CompanyBorrower shall be evidenced by a single Swing Line Note payable to the order of the Swing Line Lender. (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, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing its Notes shall endorse on the Loans held schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Revolving Credit Loan or Term Loan, as the case may be, made by it, endorsed the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Lender on the schedule attached to such Bank's Revolving Credit Note or any continuation thereofTerm Loan Note, such Revolving Credit Loan or Term Loan, as the case may be, is a Base Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's Notes; PROVIDED provided that the failure of such Lender any Bank to make make, or any error in making, any such recordation or endorsement shall not affect the obligations obligation of the Company to make a payment when due of any amount owing Borrower hereunder or under such Note in respect the Notes or the ability of such Loans. (c) No Lender shall be entitled any Bank to have assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes substituted or exchanged for and to attach to and make a part of any reason, or subdivided for promissory notes Note a continuation of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans schedule as and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)when required.

Notes. (ia) The Three-Year Facility Revolving Credit If requested by any Bank, the Delayed Draw Term Loans made by each Lender of such Bank shall be evidenced by a single promissory note Delayed Draw Term Loan Note of the Company Borrower in substantially in the form of EXHIBIT A heretoExhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, dated as the date hereofsame may from time to time be amended, payable to such Lender modified, extended, renewed, restated or replaced (including, without limitation, any Delayed Draw Term Loan Note issued in #100806096v13 full or partial replacement of an existing Delayed Draw Term Loan Note as a principal amount equal to the amount result of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (iian assignment by a Bank) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed“Delayed Draw Term Loan Notes”). (b) The [Reserved]. (c) Each Bank shall record in its books and records the date, amount, Type, interest rate Type and duration of Interest Period (if applicableany) of each Loan made by each Lender it to the Company, Borrower and the date and amount of each payment of principal and/or interest made on account by the Borrower with respect thereto; provided, however, that the obligation of the principal thereof, Borrower to repay each Loan made by a Bank to the Borrower under this Agreement shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender Bank to make any such recordation or endorsement 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 the Borrower shall not affect be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the 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 the 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 the Company to make a payment when due Borrower therein recorded; provided, however, that the failure of any amount owing hereunder Bank or under the Administrative Agent to maintain such Note in respect of account, such Loans. (c) No Lender shall be entitled to have its Notes substituted Register or exchanged for any reasonsuch subaccount, as applicable, or subdivided for promissory notes any error therein, shall not in any manner affect the obligation of lesser denominations, except the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Bank in connection accordance with a permitted assignment the terms of all or any portion of such Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)this Agreement.

Notes. (i) The Three-Year Facility Revolving Credit Loans Loan made by each Lender Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company substantially applicable Borrower in the form of EXHIBIT A heretoC-1 for Dolphin LP, dated EXHIBIT C-2 for Fairlane LLC and EXHIBIT C-3 for TOLLC, duly completed and executed by the date hereofapplicable Borrower, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit such Bank’s Loan Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofallocable to such Borrower, payable to such Lender in a principal amount equal to Bank for the amount account of its 364-Day Facility Revolving Credit Commitment Applicable Lending Office (each such note, as originally the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute or additional note(s) pursuant to Section 2.19, 3.07 or 12.05, a “Note” all such notes, collectively, the “Notes”). The Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in effect and otherwise duly completed. (b) The datefull, amounton the Maturity Date, Type, interest rate and duration of Interest Period (if applicable) of each Loan made as the same may be accelerated. Each Bank is hereby authorized by each Lender Borrower to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Notes held by it, the amount of each advance, and each payment of principal received by such Note or Bank for the account of its Applicable Lending Office(s) on account of its Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Loan made by such Bank. The failure by any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to its Loan or endorsement each advance or payment shall not limit or otherwise affect the obligations of any Borrower under this Agreement, the Company to make a payment when due of any amount owing hereunder Notes or under such Note otherwise in respect of such the Loans. (c) No Lender shall be entitled to have . In case of any loss, theft, destruction or mutilation of any Bank’s Note, the applicable Borrower shall, upon its Notes substituted or exchanged for any reason, or subdivided for promissory notes receipt of lesser denominations, except in connection with a permitted assignment an affidavit of all or any portion an officer of such Lender's relevant CommitmentBank as to such loss, Loans theft, destruction or mutilation and an appropriate indemnification (in form and substance reasonably acceptable to such Borrower), execute and deliver a replacement Note pursuant to Section 12.7 hereof (andsuch Bank in the same principal amount and otherwise of like tenor as the lost, if requested by any Lenderstolen, the Company agrees to so exchange any destroyed or mutilated Note).

Notes. (i) The Three-Year Facility Promptly following the request of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoBorrowers, dated the date hereofFirst Amendment Effective Date, payable to such Lender in an aggregate principal amount equal to such Lender’s Commitment. Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the First Amendment Effective Date, payable to the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of its Three-Year Facility each Revolving Credit Commitment as originally in effect Loan from such Lender, each payment and otherwise duly completedprepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; and (ii) provided, however, that the 364-Day Facility failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in accordance with the terms of this Agreement and the applicable Notes. Upon receipt of an affidavit and indemnity of a principal amount equal Lender as to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The dateloss, amounttheft, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 destruction or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will promptly issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ia) The Three-Year Facility Revolving Credit Loans Each Tranche 1 Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the applicable Lending Office of such Tranche 1 Lender resulting from each Loan made by each such Lending Office of such Tranche 1 Lender shall be evidenced by a single promissory note from time to time, including the amounts of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, principal and interest payable and paid to such Lending Office of such Tranche 1 Lender in a principal amount equal from time to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedtime under this Agreement. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender Administrative Agent shall maintain the Register pursuant to the CompanySection 11.7(c), and a subaccount for each payment made on account of the principal thereofTranche 1 Lender, in which Register and subaccounts (taken together) shall be recorded by (i) the amount of each such Lender on its books andLoan, prior to any transfer the Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any Note evidencing the Loans held by it, endorsed by such principal or interest due and payable or to become due and payable from each Borrower to each Tranche 1 Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Tranche 1 Lender’s share thereof. (c) No The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrower therein recorded; provided, however, that the failure of any Tranche 1 Lender 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 Tranche 1 Lender in accordance with the terms of this Agreement. (d) The Loans made by each Tranche 1 Lender shall, if requested by the applicable Tranche 1 Lender (which request shall be made to the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, executed by each Borrower and payable to the order of such Tranche 1 Lender. Each Note shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes all of lesser denominations, except in connection with a permitted assignment the benefits of all or any portion of such Lender's relevant Commitment, Loans this Agreement and Note pursuant the other Credit Documents and shall be subject to Section 12.7 the provisions hereof (and, if requested by any Lender, the Company agrees to so exchange any Note)and thereof.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note an Amended and Restated Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoBorrowers, dated the date hereofAmendment Closing Date, in substantially the form attached hereto as Exhibit A, payable to the order of each such Lender in a an aggregate principal amount equal to the amount of its Three-Year Facility such Lender's Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedCommitment. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan Revolving Credit Loans made by each the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Amendment Closing Date, in substantially the form attached hereto as Exhibit I, payable to the Company, and each payment made on account order of the Swingline Lender, in an aggregate principal thereof, shall be recorded amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on its books and, prior to any transfer a continuation of any Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any continuation thereofsuch Loan, each payment of interest on any such Loan and the other information provided for on such schedule; PROVIDED provided, however, that the failure of such any Lender to make such a notation or any such recordation or endorsement error therein shall not affect the obligations obligation of the Company Borrowers to make a payment when due repay the Loans made by such Lender in accordance with the terms of any amount owing hereunder or under such Note in respect of such Loansthis Agreement and the applicable Notes. (cd) No Upon receipt of an affidavit of a Lender shall be entitled as to have its Notes substituted the loss, theft, destruction 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 mutilation of such Lender's relevant CommitmentNote and upon cancellation of such Note, Loans and the Borrowers will issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor.

Notes. (ia) The Three-Year Facility Promptly following the request of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a single promissory note Revolving Credit Note, duly executed on behalf of the Company substantially in the form of EXHIBIT A hereto, dated the date hereofBorrowers, payable to such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, payable to the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of its Three-Year Facility each Revolving Credit Commitment as originally in effect Loan from such Lender, each payment and otherwise duly completedprepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; and (ii) provided, however, that the 364-Day Facility failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to accordance with the amount terms of its 364-Day Facility Revolving Credit Commitment as originally in effect this Agreement and otherwise duly completedthe applicable Notes. (bd) The date, amount, Type, interest rate Upon receipt of an affidavit and duration indemnity of Interest Period (if applicable) of each Loan made by each a Lender as to the Companyloss, and each payment made on account of the principal thereoftheft, shall be recorded by such 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 destruction or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will promptly issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by each Lender shall shall, if requested by such Lender, be evidenced by a single promissory note of the Company Borrowers substantially in the form of EXHIBIT A Exhibit A-1 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and . (iib) the 364-Day Facility Revolving Credit Loans The Term Loan made by each Lender shall shall, if requested by such Lender, be evidenced by a single promissory note of the Company Borrowers substantially in the form of EXHIBIT B Exhibit A-2 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Term Loan Commitment as originally in effect and otherwise duly completed. (bc) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to the CompanyBorrowers, and each payment made on account of the principal thereof, shall be recorded by 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 provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company Borrowers to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (cd) 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 Lender's relevant Commitment, Loans and Note Notes pursuant to Section 12.7 12.06 hereof (and, if requested by any Lender, the Company agrees Borrowers agree to so exchange any Note). (e) Each Existing Lender shall return to SSC on the Restatement Effective Date each promissory note evidencing Loans held by such Existing Lender under the Existing Credit Agreement. Without limiting its obligation under the preceding sentence, each Existing Lender agrees that each such promissory note held by it shall, from and after the Restatement Effective Date, be superseded by the Notes received by it hereunder on the Restatement Effective Date.

Notes. (ia) The Three-Year Facility Revolving Credit Loans made by of each Lender shall be evidenced by a single promissory note of the Company Revolving Credit Note substantially in the form of EXHIBIT A hereto, dated the date hereof, Exhibit D hereto payable to the order of such Lender for the account of its Applicable Lending Office in a principal an amount equal to the amount of its Three-Year Facility such Lender's Revolving Credit Commitment as originally in effect and otherwise duly completed; and Commitment. (iib) the 364-Day Facility Revolving Credit The Swing Line Loans made by each Lender shall be evidenced by a single promissory note of the Company Swing Line Note substantially in the form of EXHIBIT B hereto, dated the date hereof, Exhibit E hereto payable to such the order of the Swing Line Lender for the account of its Applicable Lending Office in a principal an amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedthe Swing Line Commitment. (bc) The Fronted Offshore Currency Loans shall be evidenced by the Fronted Offshore Currency Notes executed and delivered by the Borrowing Subsidiaries in accordance with the terms of the Offshore Currency Addenda. (d) Upon receipt of each Lender's Revolving Credit Note pursuant to Section 3.01(b), the Administrative Agent shall deliver such Revolving Credit Note to such Lender. Each Lender shall record in its books and records the date, amount, Type, interest rate type and duration of Interest Period (if applicableany) of each Revolving Credit Loan made by each Lender to it and the Company, date and amount of each payment of principal and/or interest made on account by the Borrower with respect thereto; provided that the obligation of the principal thereof, Borrower to repay each Revolving Credit Loan shall be recorded by such Lender on its books andabsolute and unconditional, prior to notwithstanding 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 that the failure of such Lender to make any such recordation or endorsement any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Borrower shall not affect the obligations be prima facie evidence of the Company to make a payment when due items set forth therein in the absence of any amount owing hereunder or under such Note in respect of such Loansmanifest error. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes Upon receipt of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and the Swing Line Note pursuant to Section 12.7 hereof (and, if requested by any Lender3.01(c), the Company agrees Administrative Agent shall deliver such Swing Line Note to so exchange the Swing Line Lender. The Swing Line Lender shall record in its books and records the date and amount of each Swing Line Loan made by it and the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided that the obligation of the Borrower to repay each Swing Line Loan shall be absolute and unconditional, notwithstanding any Notefailure of the Swing Line Lender to make any such recordation or any mistake by the Swing Line Lender in connection with any such recordation. The books and records of the Swing Line Lender showing the account between the Swing Line Lender and the Borrower shall be prima facie evidence of the items set forth therein in the absence of manifest error. (f) Upon receipt of a Fronted Offshore Currency Note pursuant to Section 2.03(f), the Administrative Agent shall deliver such Fronted Offshore Currency Note to the Offshore Currency Fronting Lender. The Offshore Currency Fronting Lender shall record in its books and records the date and amount of each Fronted Offshore Currency Loan made by it and the date and amount of each payment of principal and/or interest made by the applicable Borrowing Subsidiary with respect thereto; provided that the obligation of the Borrowing Subsidiary to repay each Fronted Offshore Currency Loan shall be absolute and unconditional, notwithstanding any failure of the Offshore Currency Fronting Lender to make any such recordation or any mistake by the Offshore Currency Fronting Lender in connection with any such recordation. The books and records of the Offshore Currency Fronting Lender showing the account between the Offshore Currency Fronting Lender and the Borrowing Subsidiary shall be prima facie evidence of the items set forth therein in the absence of manifest error.

Notes. (i) The Three-Year Facility Revolving Credit Loans Ratable Loan made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any substitute notes pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower, in the form of EXHIBIT A heretoB-1, dated duly completed and executed by Borrower, in the date hereofprincipal amount of $400,000,000, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such Lender in a principal amount equal note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the amount "Bid Rate Loan Note"). The Swing Loan of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Swing Lender shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Company substantially Borrower, in the form of EXHIBIT B heretoB-2, dated the date hereofduly completed and executed by Borrower, payable to the Swing Lender (such Lender note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the "Swing Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally Bid Rate Loan Note, and, in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account case of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Swing Lender, the Company agrees Swing Loan Note, are referred to so exchange any collectively in this Agreement as such Bank's "Note)."; all such Ratable Loan Notes and interests and Swing Loan Notes are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal

Notes. The Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (i) The Three-Year Facility collectively, the “Revolving Credit Notes”), dated of even date as this Agreement and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Bank in the principal amount equal to such Bank’s Commitment or, if less, the outstanding amount of all Revolving Credit Loans made by each Lender shall such Bank, plus interest accrued thereon as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be evidenced by a single promissory note made, at or about the time of the Company substantially in Drawdown Date of any Revolving Credit Loan or at the form time of EXHIBIT A heretoreceipt of any payment of principal thereof, dated an appropriate notation on Agent’s Record reflecting the date hereof, payable to making of such Lender in a principal amount equal to Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender set forth on Agent’s Record shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account prima facie evidence of the principal thereofamount thereof owing and unpaid to each Bank, shall be recorded by such Lender on its books andbut the failure to record, 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 that the failure of such Lender to make error in so recording, any such recordation or endorsement amount on Agent’s Record shall not limit or otherwise affect the obligations of the Company to make a payment when due of any amount owing Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due. By delivery of the Revolving Credit 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 Original Credit Agreement, which Indebtedness is instead allocated among the Banks as of the date hereof and evidenced by the Revolving Credit Notes and their respective Commitment Percentages, and the Banks shall as of the date hereof make such Note in respect adjustments to the outstanding Revolving Credit Loans of such LoansBanks so that such outstanding Revolving Credit Loans are consistent with their respective Commitment Percentages. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. Sections 2.11(a) and (ib) The Three-Year Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company Agreement are hereby amended as follows: (a) Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of date of request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender's Loans, Borrowers will execute and deliver to such Lender a Revolving Note, Term Note, Equipment Loans Note, Term B Notes and/or Equipment Facility B Loans Note, as applicable, substantially in the form forms of EXHIBIT A heretoExhibit 2.11(a), dated with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Note" and, collectively, the date hereof'Notes"), payable to the order of such Lender and in a principal amount equal to the amount of its Three-Year Facility such Lender's Revolving Credit Commitment, Term Loan Commitment, Equipment Loan Commitment, Equipment Facility B Loan Commitment, Term Loan B Commitment and/or Term Loans C Commitment, as originally in effect and otherwise duly completed; and applicable. Each Note shall (iix) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereofthe applicable Commitment became effective, (y) be payable to such Lender as provided herein and (z) provide for the payment of interest in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completedaccordance with Section 2.4. (b) The dateRevolving Loans and Borrowers' obligation to repay the same shall be evidenced by the Revolving Notes, amountthis Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans and Borrowers' obligation to repay the same shall be evidenced by the Term Notes, Typethis Agreement and the books and records of Agent and the Term Loan Lenders. The Equipment Loans and Borrowers' obligation to repay the same shall be evidenced by the Equipment Loans Notes, interest rate this Agreement and duration the books and records of Interest Period Agent and the Equipment Loan Lenders. The Term Loans B and Borrowers' obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. The Equipment Facility B Loans and Borrowers' obligation to repay the same shall be evidenced by the Equipment Facility B Loans Notes, this Agreement and the books and records of Agent and the Equipment Loan Lenders. The Term Loans C and Borrowers' obligation to repay the same shall be evidenced by the Term C Notes, this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (if applicablei) the amount of each Loan made by hereunder, whether each Lender to the Companysuch Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment made on Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender's share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account of the principal thereof, shall be recorded by such Lender on its books and, prior with respect to any transfer of any Note evidencing the Loans held by itLoan or continuation, endorsed by such Lender on the schedule attached to such Note conversion or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement payment thereof shall not limit or otherwise affect the Borrowers' obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loansthe Notes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Ratable Loan and Swingline Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoC, dated duly completed and executed by Borrower, in the date hereofprincipal amount of Three Hundred Million Dollars ($300,000,000), subject to adjustment pursuant to Section 2.16(c) payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such LoansNotes. (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 Lender's relevant Commitment, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, the Company agrees to so exchange any Note).

Notes. (i) The Three-Year Facility Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of the Company substantially Borrower in the form of EXHIBIT A heretoC, dated duly completed and executed by Borrower, in the date hereofprincipal amount of Six Hundred Twenty Five Million Dollars ($625,000,000), subject to adjustment pursuant to Sections 2.16(a) and (c), payable to such Lender in a principal amount equal to Administrative Agent for the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on 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 thereofand 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 Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be recorded accelerated in accordance with this Agreement. Each Bank is hereby authorized by such Lender on its books and, prior Borrower to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any continuation thereof; PROVIDED that the failure of such Lender Bank to make any such recordation notations with respect to the Loans or endorsement each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Company to make a payment when due of any amount owing hereunder or under such 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 Notes. In connection with a permitted assignment Refinancing Mortgage, Borrower shall deliver to the Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all or any portion of such Lender's relevant Commitmentmortgage notes, Loans and Note pursuant to Section 12.7 hereof (and, if requested by any Lender, as the Company agrees to so exchange any Note)context may require.

Notes. (ia) The Three-Year Facility If requested by a Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a single promissory revolving note duly executed on behalf of the Company substantially in the form of EXHIBIT A heretoBorrowers, dated the date hereofClosing Date, in substantially the form attached hereto as Exhibit B-1, payable to the order of each such Lender in a an aggregate principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and such Lender’s Commitment. (iib) the 364-Day Facility Revolving Credit The Swingline Loans made by each the Swingline Lender shall be evidenced by a single promissory swingline note duly executed on behalf of the Company substantially in the form of EXHIBIT B heretoBorrowers, dated the date hereofClosing Date, in substantially the form attached hereto as Exhibit B-2 payable to such the order of the Swingline Lender in a an aggregate principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed$10,000,000. (bc) The date, amount, Type, Each Note shall bear interest rate and duration of Interest Period (if applicable) of 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 Loan made by each Lender Note delivered to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender (or on its books and, prior to any transfer a continuation of any Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any continuation thereofsuch Loan, each payment of interest on any such Loan and the other information provided for on such schedule; PROVIDED provided, however, that the failure of such any Lender to make such a notation or any such recordation or endorsement error therein shall not affect the obligations obligation of the Company Borrowers to make a payment when due repay the Loans made by such Lender in accordance with the terms of any amount owing hereunder or under such Note in respect of such Loansthis Agreement and the applicable Notes. (cd) No Upon receipt of an affidavit of a Lender shall be entitled as to have its Notes substituted the loss, theft, destruction 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 mutilation of such Lender's relevant Commitment’s Note and upon cancellation of such Note, Loans and the Borrowers will issue, in lieu thereof, a replacement Note pursuant to Section 12.7 hereof (and, if requested by any in favor of such Lender, in the Company agrees to so exchange any Note)same principal amount thereof and otherwise of like tenor.

Notes. (i) The Three-Year Facility Revolving Credit obligation of Borrower to repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A heretoD (individually, dated the date hereof, a "NOTE") which note shall be (i) payable to the order of such Lender Lender, (ii) in a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; such Lender's Commitment, (iii) dated the Closing Date and (iiiv) otherwise appropriately completed. Borrower authorizes each Lender to record on the 364-Day Facility Revolving Credit Loans schedule annexed to such Lender's Note the date and amount of each Loan made by such Lender and of each payment or prepayment of principal thereon made by Borrower, and agrees that all such notations shall constitute prima facie evidence of the 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 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 LIBOR Loans, such Lender requests that separate promissory notes be executed to evidence separately such Loans, then each such note shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B heretoD, dated the date hereofMUTATIS MUTANDIS to reflect such division, and shall be (w) payable to the order of such Lender Lender, (x) in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such 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 that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of 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 Lender's relevant Commitment, Loans (y) dated the Closing Date and Note pursuant to Section 12.7 hereof (andz) otherwise appropriately completed. Such notes shall, if requested by any Lendercollectively, the Company agrees to so exchange any constitute a Note).

Notes. (i) The Three-Year Facility Revolving Credit Loans made by of each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT A hereto, dated the date hereof, Revolving Note payable to the order of such Lender in a principal amount equal to the amount of its Three-Year Facility such Lender's Revolving Credit Commitment as Amount originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by effect. The Term Loan of each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, Term Note and payable to the order of such Lender in a principal amount equal to such Lender's Term Loan Commitment Amount. Upon receipt of each Lender's Notes from the Borrower, the Agent shall mail such Notes to such Lender. Each Lender shall enter in its ledgers and records the amount of its 364-Day Facility Term Loans and each Revolving Credit Commitment as originally in effect Loan, the various Advances made, converted or continued and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan the payments made by each Lender to the Companythereon, and each payment made Lender is authorized by the Borrower to enter on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender on the a schedule attached to its Term Notes or Revolving Note, as appropriate, a record of such Note or any continuation thereofTerm Loans, Revolving Loans, Advances and payments; PROVIDED provided, however that the failure of such by any Lender to make any such recordation entry or endorsement any error in making such entry shall not limit or otherwise affect the obligations obligation of the Company to make a payment when due of any amount Borrower hereunder and on the Notes, and, in all events, the principal amounts owing hereunder or under such Note by the Borrower in respect of such Loans. (c) No Lender the Revolving Notes 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 the aggregate amount of all or any portion Revolving Loans made by the Lenders less all payments of such Lender's relevant Commitment, principal thereof made by the Borrower and the principal amount owing by the Borrower in respect of the Term Notes shall be the aggregate amount of all Term Loans and Note pursuant to Section 12.7 hereof (and, if requested made by any Lender, the Company agrees to so exchange any Note)Lenders less all payments of principal thereof made by the Borrower.