Common use of Payment Obligations Clause in Contracts

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be Determination sent to the Borrower upon Lender’s approval of the loan (“Loan Commitment”)Application. Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan any loans may be approvedapproved by written Determination. If Borrower may request loans up to the Total Amount approved (see Section 3 below) and Lender may, but in no case shall be obligated to, lend an amount up to the Total Amount Approved to Borrower. Lender shall review each loan is approved, Borrower will be informed request or request for advances/draws upon the Determination separately and may deny such requests in writing, in a Loan Commitment, what these additional terms areits sole and absolute discretion. Borrower agrees that acceptance of the benefit of the loanfuture uncommitted lending on an approved Determination, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan CommitmentDetermination, including any conditionsconditions and covenants therein, and that if upon receipt and review of a Loan Commitment conditional loan determination Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment Determination by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date Maturity Date, as set forth in the Borrower’s Loan CommitmentDetermination. If any amount is due and owing 90 days after the maturity dateMaturity Date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity dateMaturity Date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan CommitmentDetermination. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be Determination sent to the Borrower upon Xxxxxx’s approval of the loan (“Loan Commitment”)Application. Borrower Xxxxxxxx understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan any loans may be approvedapproved by written Determination. If Borrower may request loans up to the Total Amount approved (see Section 3 below) and Lender may, but in no case shall be obligated to, lend an amount up to the Total Amount Approved to Borrower. Lender shall review each loan is approved, Borrower will be informed request or request for advances/draws upon the Determination separately and may deny such requests in writing, in a Loan Commitment, what these additional terms areits sole and absolute discretion. Borrower agrees that acceptance of the benefit of the loanfuture uncommitted lending on an approved Determination, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan CommitmentDetermination, including any conditionsconditions and covenants therein, and that if upon receipt and review of a Loan Commitment conditional loan determination Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment Determination by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date Maturity Date, as set forth in the Borrower’s Loan CommitmentDetermination. If any amount is due and owing 90 days after the maturity dateMaturity Date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity dateMaturity Date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan CommitmentDetermination. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as followsat one of the following rates of interest: Interest Rate: . The rate of interest shall be a variable rate of interest, as specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”)loan. Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower Xxxxxxxx understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower Xxxxxxxx will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower Xxxxxxxx agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.

Payment Obligations. The CONCESSIONAIRE shall comply with the payment of all duties, commercial exploitation fees, royalty payments, contributions, inputs and any other amount established by the APPLICABLE LAWS AND PROVISIONS. Mortgage on the Concession Right Once the period indicated in paragraph 17.1 of Clause 17 has elapsed, the CONCESSIONAIRE is entitled to grant a mortgage of its right of CONCESSION, in accordance with the provisions of Articles 885, subparagraph 7, and 1097 of the Civil Code and the APPLICABLE LAWS AND PROVISIONS. The request for authorization of the constitution of the mortgage, the constitution of the guarantee and its respective extrajudicial execution shall be governed by the following procedure: The CONCESSIONAIRE may constitute a mortgage on its right to CONCESSION, provided that it has the prior approval of the GRANTOR, and with OSIPTEL's favorable opinion. For value receivedsuch purpose, Borrowers promise to pay the CONCESSIONAIRE shall submit a written request for authorization to the order of Lender the principal sum equal GRANTOR, with a copy to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunderOSIPTEL, together with interest accrued thereon as follows: Interest Rate: The rate the draft mortgage agreement and its respective annexes. OSIPTEL shall issue an opinion within ten (10) DAYS following the date of interest receipt of the authorization request submitted by the CONCESSIONAIRE and shall be specified in the Borrower’s Loan Commitment which will be sent forward it to the Borrower upon approval of the loan GRANTOR. The GRANTOR shall issue an opinion within fifteen (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined 15) DAYS counted as of the expiration of the term for OSIPTEL to issue an opinion. The request shall be denied if it has not foreseen that the CONCESSION may only be transferred to whoever complies with the prequalification requirements set forth in the BIDDING TERMS, as well as with the requirements set forth in the GENERAL REGULATIONS for the present case. Once the request has been submitted with the requirements established in this clause, and twenty-five (25) DAYS have elapsed without the GRANTOR having made a decision or, having requested an extension for an equal period, without the GRANTOR having made no decision either, it shall be understood that the CONCESSIONEE'S request has been authorized by the GRANTOR, provided that OSIPTEL has issued a favorable opinion within the term established in the preceding paragraph. Extrajudicial foreclosure The execution of this application but will the mortgage shall require the favorable opinion of the GRANTOR so that the concession right can only be set transferred in favor of whoever complies, at least, with the requirements established in the BIDDING TERMS of the promotion process, as established in paragraph 26.2 of Legislative Decree No. 1362 as amended, and shall be done following the principles and mechanisms established for the execution of the mortgage in the present Clause, execution procedure that shall be included in the corresponding mortgage contract. The foreclosure procedure of the CONCESSION shall be carried out under the direction of the GRANTOR and with the participation of OSIPTEL, and shall be mandatorily governed by the Lender based on various factors at following rules: The decision of the creditor(s) to exercise its right to foreclose the CONCESSION granted in its favor, and the breach of obligations in which the CONCESSIONAIRE would have incurred that motivate such time as decision shall be communicated in writing to the loan may be approved. If GRANTOR, OSIPTEL and the loan is approved, Borrower will be informed in writingCONCESSIONAIRE, in a Loan Commitmentreliable manner, what these additional terms areand no less than fifteen (15) DAYS prior to the exercise of any action or adaptation of measures that may directly or indirectly jeopardize the CONCESSION. Borrower agrees that acceptance Within such term, the GRANTOR shall issue its favorable opinion to the foreclosure of the benefit mortgage. From that moment on, after the favorable opinion of the loanGRANTOR and confirmed the default, whether by receipt (i) the GRANTOR may not declare the termination of funds, or by the benefit of transfers or payments made on behalf of Borrower connected CONTRACT and shall be obliged to immediately start the necessary arrangements with OSIPTEL and with the loancreditor(s), or otherwisein order to appoint the legal person that, constitutes Borrower’s acceptance of according to the same terms provided in the Loan CommitmentCONCESSION CONTRACT and with a remuneration to be agreed with the creditor(s) without the payment of such remuneration being totally or partially assumed by the GRANTOR, including any conditionsshall act as controller and shall be temporarily in charge of the operation of the CONCESSION, during the time required for the replacement of the CONCESSIONAIRE referred to in the following points and, (ii) no act of the CONCESSIONAIRE may suspend the foreclosure procedure, and that if upon receipt and review may not carry out acts other than the payment of a Loan Commitment Borrower finds the termsunfulfilled obligations, including which may hinder or prevent the interest rate, unacceptable for any reason, Borrower may decline foreclosure of the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 daysmortgage. The principal sum due CONCESSIONAIRE unconditionally, irrevocably and owing hereunderexpressly agrees and undertakes, together with under liability, not to file any action, lawsuit, complaint, request or petition for precautionary measures of any kind that may have the interest accrued thereonpurpose of affecting, shall be due interrupting, suspending, hindering, impeding, preventing or enervating the legal effects and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% application of the unpaid principal portion due and owing on foreclosure procedure established in this Clause, as well as the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess appointment of the amount permitted by applicable law controller and of the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2new CONCESSIONAIRE.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (i) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Fixed Rate Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Fixed Rate Loan either becomes due and owing hereunder, together with interest accrued thereon (by acceleration or otherwise) or is prepaid (the date as follows: Interest Rate: The rate of interest shall be specified described in the Borrower’s Loan Commitment which will be sent foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the Borrower upon approval principal amount of the loan (“portion of such Fixed Rate Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Fixed Rate Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Fixed Rate Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Company with respect to any Fixed Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Fixed Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Fixed Rate Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Fixed Rate Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Fixed Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Fixed Rate Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the case of Fixed Rate Loans, and not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. *Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (a) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Base Rate Loans assigned to the Assignee hereunder, and (b) with respect to each LIBOR Loan Requestmade by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, stated above(i) on the last day of the Interest Period therefor, or so much thereof (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as Lender described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall have authorized and pay the Assignor an amount equal to the principal amount of the portion of such LIBOR Loan assigned to the Assignee which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in outstanding on the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such LIBOR Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such LIBOR Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by Borrower with respect to any LIBOR Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such LIBOR Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any LIBOR Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such LIBOR Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such LIBOR Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (y) any principal payments received from the Agent with respect to LIBOR Loans prior to the Payment Date, and (z) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Base Rate Loans or fees, or the Payment Date, in the case of LIBOR Loans, and not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. *Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as followsat one of the following rates of interest: Interest Rate: . The rate of interest shall be a variable rate of interest, as specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”)loan. Borrower Xxxxxxxx understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower Xxxxxxxx will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower Xxxxxxxx agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the Purchased Percentage of the Assignor's Commitment, Committed Loans and Letter of Credit Liabilities. The Assignee shall advance funds directly to the Administrative Agent with respect to each Committed Loan and reimbursement payments made on or after the Effective Date. In consideration for the transfer of the assigned obligations hereunder, with respect to each Committed Loan made by the Assignor outstanding on the Effective Date, the Assignee shall pay the Assignor on the Effective Date (or, if Assignee so elects with respect to each Committed Loan bearing interest at a Fixed Rate, on the Payment Date, as hereinafter defined) an amount equal to the Purchased Percentage of any such Committed Loan. If the Assignee elects to make such payment on the Effective Date, with respect to any Loan made by Assignor outstanding on the Effective Date which bears interest at a fixed rate (each an "Outstanding Fixed Rate Loan"), Assignee shall be entitled to receive interest at a rate agreed upon by the Assignee and the Assignor (the "Outstanding Fixed Rate Loan Interest Rate") for the remainder of the existing Interest Period. When Assignee receives interest on the Purchased Percentage of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the excess of (a) the interest received by Assignee on the Outstanding Fixed Rate Loan over (b) the Outstanding Fixed Rate Loan Interest Rate. In the event Assignee elects not to pay the Assignor the Purchased Percentage of any such Outstanding Fixed Rate Loan on the Effective Date, the Assignee shall pay the Assignor an amount equal to the Purchased Percentage of such Outstanding Fixed Rate Loan (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Outstanding Fixed Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"). In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Outstanding Fixed Rate Loan sold by the Assignor to the Assignee pursuant to the preceding sentence, the Assignee shall pay to the order Assignor interest for such period on such Outstanding Fixed Rate Loan at the applicable rate provided by the Credit Agreement. In the event of Lender a prepayment of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the principal sum equal excess of (a) the amount received by the Assignee as breakage costs over (b) the amount which would have been received by the Assignee as a prepayment penalty if the amount of prepayment penalty was based on the Outstanding Fixed Rate Loan Interest Rate. On and after the Effective Date, the Assignee will also remit to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate Assignor any amounts of interest shall be specified in on Loans and fees received from the Borrower’s Loan Commitment Administrative Agent which will be sent relate to the Borrower upon approval Purchased Percentage of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set Loans made by the Lender based on various factors at Assignor accrued for periods prior to the Effective Date or the Payment Date as applicable. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such time as amount shall promptly remit it to the loan may be approvedother party hereto. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or ***[This Section subject to modification by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement Assignor and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.Assignee]***

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Lender Loans hereunder, (i) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan becomes due and owing hereunder, together with interest accrued thereon (by acceleration or otherwise) (the date as follows: Interest Rate: The rate of interest shall be specified described in the Borrower’s Loan Commitment which will be sent foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the Borrower upon approval principal amount of the loan (“portion of such Eurodollar Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Eurodollar Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans or fees, or the Payment Date, in the case of Eurodollar Loans, and not previously paid by the Assignee to the Assignor.]** In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. **Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Administrative Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Administrative Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (a) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Base Rate Loans assigned to the Assignee hereunder, and (b) with respect to each LIBOR Loan Requestmade by the Assignor andassigned to the Assignee hereunder which is outstanding on the Effective Date, stated above(i) on the last day of the Interest Period therefor, or so much thereof (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as Lender described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall have authorized and pay the Assignor an amount equal to the principal amount of the portion of such LIBOR Loan assigned to the Assignee which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in outstanding on the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such LIBOR Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such LIBOR Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any LIBOR Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such LIBOR Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any LIBOR Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such LIBOR Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such LIBOR Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (y) any principal payments received from the Administrative Agent with respect to LIBOR Loans prior to the Payment Date, and (z) any amounts of interest on Loans and fees received from the Administrative Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Base Rate Loans or fees, or the Payment Date, in the case of LIBOR Loans, and not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. *Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value received(a) The Note shall be subject to mandatory tender for purchase at the Mandatory Tender Price on the Mandatory Tender Date, Borrowers promise which shall be on the Commitment Expiration Date. In the event the Purchaser has not received the Mandatory Tender Price on the Mandatory Tender Date, the Borrower shall cause the Note to be redeemed on the Mandatory Tender Date. Upon ninety (90) days prior written notice to Purchaser by Borrower of the Mandatory Tender Date, if (i) no Default or Event of Default shall have occurred and be continuing, (ii) no Market Disruption has occurred, and (iii) the representations set forth in Article V shall be true and correct on, and shall be deemed to have been made on, the Mandatory Tender Date except to the extent that any such representations expressly relate to an earlier date), then the Borrower may request in writing to the Purchaser to pay the outstanding principal amount of the Note to be redeemed in installments payable on each Amortization Payment Date (each such payment, an “Amortization Payment”), with the order of Lender the principal sum final installment in an amount equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval entire then outstanding principal amount of the loan Note to be redeemed on the Amortization End Date (the period commencing on the Mandatory Tender Date and ending on the Amortization End Date is herein referred to as the “Loan CommitmentAmortization Period”). Borrower understands Each Amortization Payment shall be that amount of principal which will result in equal (as nearly as possible) aggregate Amortization Payments over the rate Amortization Period. During the Amortization Period, interest on the Note shall accrue at the Index Rate, be payable monthly in arrears on the first Business Day of interest each calendar month and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of a 360 day year and actual number days elapsed. If the Purchaser has not consented in writing within thirty (30) days of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any request to amortize the outstanding principal amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due Note, the Purchaser shall be deemed to have not consented to such amortization and owing the Note shall remain subject to mandatory tender for purchase at the Mandatory Tender Price on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2Mandatory Tender Date.

Payment Obligations. For value receivedSubject to the provisions of this Schedule, Borrowers promise the Council is to pay to the order of Lender Developer for the principal sum SW2 Enterprise Centre Development an amount equal to the Loan RequestCommitment in accordance with the terms of this Schedule. Prior to the Unconditional Date the Council shall be liable to pay an amount equal to the Pre-Unconditional Commitment in accordance with the terms of this Schedule. Following the Unconditional Date the Council shall be liable to pay an amount equal to the Post-Unconditional Commitment. [NOTE: If the Agreement is terminated before all of the Pre-Unconditional or Post-Unconditional Commitment is spent only the amount spent will be payable, stated abovebut if Unconditional is reached/PC achieved then the full Commitment will be paid.] Conditions for payments The Council will not be obliged to pay any item of the SW2 Enterprise Centre Development Costs if and to the extent that by doing so the Pre-Unconditional Commitment or the Post-Unconditional Commitment as appropriate would be exceeded. Subject to paragraph 2.4, or so much thereof as Lender shall have authorized and the Developer is not to make a request for payment of the SW2 Enterprise Centre Development Costs under this Schedule more frequently than once a month. Where a failure by the Developer to make a payment due to a third party would create a breach of the Developer’s obligations to that third party which would entitle the third party to terminate any agreement with the Developer, the Developer may make a request at any time for payment of the SW2 Enterprise Centre Development Costs to meet its liabilities to the third party. The Council will not be obliged to make payments under this Schedule if at the due date for payment: there is a subsisting material breach of this Agreement by the Developer which is due not the result of a default or omission of the Council; the Development Cost the subject of the payment has not been incurred in accordance with this Agreement; certified copies of the Building Contract and owing hereunderAppointments have not been provided to the Council; or all Warranties (except from the Principal Sub-Contractors) have not been provided to the Council with evidence of professional indemnity insurance for the required amounts, together with interest accrued thereon as follows: Interest Rate: The rate of interest provided that in each such case payment shall be specified made forthwith of any payments withheld pursuant to this paragraph 2.4 upon the defect in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2question being rectified.

Payment Obligations. For value receivedOn and after the Assignment Effective Date, Borrowers promise the Assignee shall be entitled to receive from Agent all payments of principal, interest and fees with respect to Assignor's Commitment and Commitment Percentage of the Loans. The Assignee shall advance funds directly to Agent with respect to all Loans and reimbursement payments made on or after the Assignment Effective Date. In consideration for the sale and assignment of Loans hereunder, (a) with respect to all Prime Rate Loans outstanding on the Assignment Effective Date, the Assignee shall pay the Assignor, on the Assignment Effective Date, an amount in Dollars equal to the Assignor's Commitment Percentage of all such Prime Rate Loans, and (b) with respect to each LIBOR Loan outstanding on the Assignment Effective Date, (i) on the last day of the Interest Period or Competitive Bid Interest Period, as applicable, therefor or (ii) on such earlier date agreed to by the Assignor and the Assignee or (iii) on the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount in Dollars or the applicable Eurocurrency, as the case may be, equal to such Assignor's Commitment Percentage of such LIBOR Loan. On and after the Assignment Effective Date, the Assignee shall also remit to the Assignor any amounts of interest on Loans and fees received from Agent which relate to Assignor's Commitment Percentage of Loans accrued for periods prior to the Assignment Effective Date, in the case of Prime Rate Loans, or the Payment Date, in the case of LIBOR Loans, and not heretofore paid by the Assignee to the Assignor. In the event interest for the period from the Assignment Effective Date to but not including the Payment Date is not paid by Borrower with respect to any LIBOR Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the order of Lender Assignor interest for such period on such LIBOR Loan at the principal sum equal applicable rate provided by the Credit Agreement. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2party hereto.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Administrative Agent all payments of principal, interest, and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Administrative Agent with respect to all Advances purchased by the Assignee hereunder and reimbursement payments made on or after the Effective Date with respect to the interests assigned hereby. In consideration for the sale and assignment of Lender Advances hereunder, (i) on the principal sum last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such outstanding Advance either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii), or (iii) being hereinafter referred to as the 'Payment Date), the Assignee shall pay the Assignor an amount equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and principal amount of the portion of such Advances assigned to the Assignee which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in outstanding on the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Advances shall be the Effective Date, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance they shall agree to the interest rate applicable to the portion of such Advances assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Advances (the loan, whether by receipt of funds, or 'Agreed Interest Rate) and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the appropriate Borrower with respect to any Advance sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Advance sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Advance which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Advance, the Assignee shall remit to the Assignor the excess of the amount paid under Section 2.06 of the Credit Agreement with respect to the portion of such Advance assigned to the Assignee hereunder over the amount which would have been paid if such amount paid under Section 2.06 of the Credit Agreement was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (x) any principal payments received from the Administrative Agent with respect to any Advance prior to the Payment Date and (y) any amounts of interest on Advances and fees received from the Administrative Agent which relate to the portion of the Advances assigned to the Assignee hereunder for periods prior to the Payment Date and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that may be lawfully collected. 2shall promptly remit it to the other party hereto.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall ------------------- be entitled to pay receive from the Administrative Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Administrative Agent with respect to all Loans made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (a) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (b) with respect to each Eurodollar Rate Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, on the earliest of (i) the last day of the Interest Period therefor, (ii) such earlier date agreed to by the Assignor and the Assignee and (iii) the date on which any such Eurodollar Rate Loan either becomes due and owing hereunder(by acceleration or otherwise) or is prepaid (such earliest date being hereinafter referred to as the "Payment Date"), together with interest accrued thereon as follows: Interest Rate: The rate of interest the Assignee shall be specified in pay the Borrower’s Loan Commitment which will be sent Assignor an ------------ amount equal to the Borrower upon approval principal amount of the loan (“portion of such Eurodollar Rate Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Eurodollar Rate Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree on the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Eurodollar Rate Loan (the loan, whether "Agreed Interest Rate") and any interest received by receipt of funds, or by -------------------- the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Rate Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Rate Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (a) any principal payments received from the Administrative Agent with respect to Eurodollar Rate Loans prior to the Payment Date and (b) any amounts of interest on Loans and fees received from the Administrative Agent which relate to the portion of the Loans or Commitment assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the case of Eurodollar Rate Loans, and not previously paid by the Assignee to the Assignor.]/1/ In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that may be lawfully collected. 2shall promptly remit it to the other party hereto.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the Purchased Percentage of the Assignor's Commitment and Loans. The Assignee shall advance funds directly to the Agent with respect to each Loan and reimbursement payments made on or after the Effective Date. In consideration for the transfer of the assigned obligations hereunder, with respect to each Loan made by the Assignor outstanding on the Effective Date, the Assignee shall pay the Assignor on the Effective Date (or, if Assignee so elects with respect to each Loan bearing interest at a Fixed Rate, on the Payment Date, as hereinafter defined) an amount equal to the Purchased Percentage of any such Loan. If the Assignee elects to make such payment on the Effective Date, with respect to any Loan made by Assignor outstanding on the Effective Date which bears interest at a fixed rate (each an "Outstanding Eurodollar Loan"), Assignee shall be entitled to receive interest at a rate agreed upon by the Assignee and the Assignor (the "Outstanding Eurodollar Loan Interest Rate") for the remainder of the existing Interest Period. When Assignee receives interest on the Purchased Percentage of any Outstanding Eurodollar Loan, Assignee shall remit to Assignor the excess of (a) the interest received by Assignee on the Outstanding Eurodollar Loan over (b) the Outstanding Eurodollar Loan Interest Rate. In the event Assignee elects not to pay the Assignor the Purchased Percentage of any such Outstanding Eurodollar Loan on the Effective Date, the Assignee shall pay the Assignor an amount equal to the Purchased Percentage of such Outstanding Eurodollar Loan (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Outstanding Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"). In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Outstanding Eurodollar Loan sold by the Assignor to the Assignee pursuant to the preceding sentence, the Assignee shall pay to the order Assignor interest for such period on such Outstanding Eurodollar Loan at the applicable rate provided by the Agreement. In the event of Lender a prepayment of any Outstanding Eurodollar Loan, Assignee shall remit to Assignor the principal sum equal excess of (a) the amount received by the Assignee as breakage costs over (b) the amount which would have been received by the Assignee as a prepayment penalty if the amount of prepayment penalty was based on Outstanding Eurodollar Loan Interest Rate. On and after the Effective Date, the Assignee will also remit to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate Assignor any amounts of interest shall be specified in on Loans and fees received from the Borrower’s Loan Commitment Agent which will be sent relate to the Borrower upon approval Purchased Percentage of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set Loans made by the Lender based on various factors at Assignor accrued for periods prior to the Effective Date or the Payment Date as applicable. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such time as amount shall promptly remit it to the loan may be approvedother party hereto. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or ***[This Section subject to modification by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement Assignor and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.Assignee]***

Payment Obligations. For value received, Borrowers promise (a) Customer unconditionally agrees to pay to MLBFS: (i) as to any drafts or claims drawn under or made in connection with any Letter of Credit, (without duplication) all amounts paid or payable by MLBFS or the order Issuing Bank under, pursuant to or in connection with such Letter of Lender Credit on the date of payment by MLBFS or the Issuing Bank pursuant to such draw or claim except in the case of any draw under a Letter of Credit relating to the principal sum and interest portion of the purchase price of tendered Bonds which are subject to remarketing (any such draw, a "Liquidity Draw"), as to which Customer shall reimburse MLBFS on the date of the next two scheduled payments into the Sinking Fund following the date of such drawing, in an amount equal to such scheduled payments and, on the earlier of the 60th day after such draws and the termination of the Letter of Credit, in an amount equal to the Loan Requestbalance of such draws; (ii) all customary fees and charges of MLBFS in connection with such Letter of Credit and/or Application, stated above, or so much thereof as Lender shall have authorized which fees and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest charges shall be specified in such amount or at such rate as MLBFS shall determine in its sole discretion; and (iii) any and all expenses, obligations or charges paid or incurred by MLBFS, the applicable Issuing Bank or any of its correspondents in connection with such Letter of Credit and/or the applicable CLC Agreement, provided that, notwithstanding anything in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, CLC Agreement or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, no event shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not Customer be required to pay any commission or commitment fee to any Issuing Bank (or reimburse MLBFS for any such commission or commitment) in connection with the interest in excess issuance of a Letter of Credit (other than the commitment fee payable to MLBFS as described below). A schedule of the current fees, charges and limitations applicable to any Letter of Credit issued pursuant hereto is set forth on EXHIBIT D attached hereto and hereby made a part hereof. The commitment fee referred to on said EXHIBIT D was calculated by multiplying (x) .0125 by (y) an amount permitted by applicable law equal to the available face amount of the Letter of Credit on the Closing Date less the amount on deposit in the Sinking Fund on such date and shall apply only with respect to the period between the date hereof and the final current Maturity Date of the WCMA L/C Line of Credit. In the event of any extension of the Maturity Date for the WCMA L/C Line of Credit and/or renewal of the WCMA L/C Line of Credit, an additional commitment fee in an amount due under equal to the Agreement product of (x) .0125 and (y) the available face amount of all outstanding or requested Letter(s) of Credit less the amount then on deposit in the Sinking Fund shall be adjusted so that payable on the total interest actually paid will equal date of such renewal. The acceptance of any commitment fee by MLBFS shall not in any event obligate MLBFS to consent to the maximum amount that may issuance of any Letter of Credit or particular number of Letters of Credit. No commitment fees or charges shall be lawfully collected. 2refundable under any circumstances.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the Purchased Percentage of the Assignor's Commitment and Committed Loans. The Assignee shall advance funds directly to the Administrative Agent with respect to each Committed Loan and reimbursement payments made on or after the Effective Date. In consideration for the transfer of the assigned obligations hereunder, with respect to each Committed Loan made by the Assignor outstanding on the Effective Date, the Assignee shall pay the Assignor on the Effective Date (or, if Assignee so elects with respect to each Committed Loan bearing interest at a Fixed Rate, on the Payment Date, as hereinafter defined) an amount equal to the Purchased Percentage of any such Committed Loan. If the Assignee elects to make such payment on the Effective Date, with respect to any Committed Loan made by Assignor outstanding on the Effective Date which bears interest at a fixed rate (each an "Outstanding Fixed Rate Loan"), Assignee shall be entitled to receive interest at a rate agreed upon by the Assignee and the Assignor (the "Outstanding Fixed Rate Loan Interest Rate") for the remainder of the existing Interest Period. When Assignee receives interest on the Purchased Percentage of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the excess of (a) the interest received by Assignee on the Outstanding Fixed Rate Loan over (b) the Outstanding Fixed Rate Loan Interest Rate. In the event Assignee elects not to pay the Assignor the Purchased Percentage of any such Outstanding Fixed Rate Loan on the Effective Date, the Assignee shall pay the Assignor an amount equal to the Purchased Percentage of such Outstanding Fixed Rate Loan (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Outstanding Fixed Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"). In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Outstanding Fixed Rate Loan sold by the Assignor to the Assignee pursuant to the preceding sentence, the Assignee shall pay to the order Assignor interest for such period on such Outstanding Fixed Rate Loan at the applicable rate provided by the Credit Agreement. In the event of Lender a prepayment of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the principal sum equal excess of (a) the amount received by the Assignee as breakage costs over (b) the amount which would have been received by the Assignee as a prepayment penalty if the amount of prepayment penalty was based on the Outstanding Fixed Rate Loan Interest Rate. On and after the Effective Date, the Assignee will also remit to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate Assignor any amounts of interest shall be specified in on Loans and fees received from the Borrower’s Loan Commitment Administrative Agent which will be sent relate to the Borrower upon approval Purchased Percentage of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set Loans made by the Lender based on various factors at Assignor accrued for periods prior to the Effective Date or the Payment Date as applicable. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such time as amount shall promptly remit it to the loan may be approvedother party hereto. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or ***[This Section subject to modification by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement Assignor and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the Agreement shall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected. 2.Assignee]***

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. In consideration for the sale and assignment of Lender Loans hereunder, (i) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Fixed Rate Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Fixed Rate Loan becomes due and owing hereunder, together with interest accrued thereon (by acceleration or otherwise)(the date as follows: Interest Rate: The rate of interest shall be specified described in the Borrower’s Loan Commitment which will be sent foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the Borrower upon approval principal amount of the loan (“portion of such Fixed Rate Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Fixed Rate Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Fixed Rate Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Fixed Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Fixed Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Fixed Rate Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Fixed Rate Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Fixed Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Fixed Rate Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans or fees, or the Payment Date, in the case of Fixed Rate Loans, and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. **Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (a) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the Loan Requestprincipal amount of the portion of all Floating Rate Advances assigned to the Assignee hereunder, stated aboveand (b) with respect to each LIBOR Advance made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or so much thereof (iii) on the date on which any such LIBOR Advance either becomes due (by acceleration or otherwise) or is prepaid (the date as Lender described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall have authorized and pay the Assignor an amount equal to the principal amount of the portion of such LIBOR Advance assigned to the Assignee which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in outstanding on the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such LIBOR Advance shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such LIBOR Advance (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by Borrower with respect to any LIBOR Advance sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such LIBOR Advance sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any LIBOR Advance which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such LIBOR Advance, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such LIBOR Advance assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (x) any principal payments received from the Agent with respect to LIBOR Advances prior to the Payment Date, and (y) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the case of LIBOR Loans, and not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. * Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value received, Borrowers promise The Borrower agrees to pay to the order Issuer of Lender any Letter of Credit the principal sum equal amount of all Reimbursement Obligations owing to such Issuer under any Letter of Credit issued for its account no later than the date (the "Reimbursement Date") that is one (1) Business Day after the Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, irrespective of any claim, set-off, defense or other right that the Borrower may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not have repaid such amount to such Issuer pursuant to this clause (i) or such payment is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed from (i) the date on which such Reimbursement Obligation arose to the Loan RequestReimbursement Date, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that at the rate of interest applicable to Base Rate Loans and other key terms (ii) the Reimbursement Date to the date of repayment in full in cash, at the loan have not yet been determined as rate of the execution of this application but will be set by the Lender interest applicable to past due Revolving Loans bearing interest at a rate based on various factors at the Base Rate during such time period, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment (as the loan may be approveddetermined pursuant to clause (h) of Section 2.4 (Lenders' Purchase of Interest and Participation) in Dollars and in immediately available funds. If the loan is approvedAdministrative Agent so notifies such Lender prior to 11:00 A.M. (New York time) on any Business Day, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance such Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the benefit amount of such payment on such Business Day in immediately available funds. Upon such payment by a Lender, such Lender shall, notwithstanding whether or not the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Borrower’s Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan Commitmentto the Borrower in the principal amount of such payment. If Whenever any amount is due and owing 90 days after Issuer receives from the maturity dateBorrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Lender pursuant to this clause (i), Borrowers will be charged 5.000% of such Issuer shall pay to the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement Administrative Agent and the Borrower’s Loan Commitment. Borrowers Administrative Agent shall not be required promptly pay to pay the interest each Lender, in excess immediately available funds, an amount equal to such Lender's Ratable Portion of the amount permitted by applicable law and of such payment adjusted, if necessary, to reflect the final amount due under respective amounts the Agreement shall be adjusted so that the total interest actually Lenders have paid will equal the maximum amount that may be lawfully collected. 2in respect of such Reimbursement Obligation.

Payment Obligations. For value received, Borrowers promise The Borrower agrees to pay to the order Issuer of Lender any Letter of Credit the principal sum equal amount of all Reimbursement Obligations owing to such Issuer under any Letter of Credit issued for its account no later than the date (the "Reimbursement Date") that is one (1) Business Day after the Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, irrespective of any claim, set-off, defense or other right that the Borrower may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not have repaid such amount to such Issuer pursuant to this clause (i) or such payment is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed from (i) the date on which such Reimbursement Obligation arose to the Loan RequestReimbursement Date, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that at the rate of interest applicable to Base Rate Loans and other key terms (ii) the Reimbursement Date to the date of repayment in full in cash, at the loan have not yet been determined as rate of the execution of this application but will be set by the Lender interest applicable to past due Revolving Loans bearing interest at a rate based on various factors at the Base Rate during such time as period, and such Issuer shall promptly notify the loan may be approvedAdministrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment in Dollars and in immediately available funds. If the loan is approvedAdministrative Agent so notifies such Lender prior to 11:00 A.M. (New York time) on any Business Day, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance such Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the benefit amount of such payment on such Business Day in immediately available funds. Upon such payment by a Lender, such Lender shall, except during the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review continuance of a Loan Commitment Borrower finds Default or Event of Default under Section 9.1(f) (Events of Default) and notwithstanding whether or not the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Borrower’s Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan Commitmentto the Borrower in the principal amount of such payment. If Whenever any amount is due and owing 90 days after Issuer receives from the maturity dateBorrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Lender pursuant to this clause (i), Borrowers will be charged 5.000% of such Issuer shall pay to the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement Administrative Agent and the Borrower’s Loan Commitment. Borrowers Administrative Agent shall not be required promptly pay to pay the interest each Lender, in excess immediately available funds, an amount equal to such Lender's Ratable Portion of the amount permitted by applicable law and of such payment adjusted, if necessary, to reflect the final amount due under respective amounts the Agreement shall be adjusted so that the total interest actually Lenders have paid will equal the maximum amount that may be lawfully collected. 2in respect of such Reimbursement Obligation.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee ------------------- shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (i) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Fixed Rate Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Fixed Rate Loan becomes due and owing hereunder, together with interest accrued thereon (by acceleration or otherwise)(the date as follows: Interest Rate: The rate of interest shall be specified described in the Borrower’s Loan Commitment which will be sent foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), ----------- --- --- the Assignee shall pay the Assignor an amount equal to the Borrower upon approval principal amount of the loan (“portion of such Fixed Rate Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Fixed Rate Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Fixed Rate Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Fixed Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Fixed Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Fixed Rate Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Fixed Rate Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Fixed Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Fixed Rate Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans or fees, or the Payment Date, in the case of Fixed Rate Loans, and not previously paid by the Assignee to the Assignor.] In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that may be lawfully collected. 2.shall promptly remit it to the other party hereto./1/

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (a) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder, and (b) with respect to each Eurodollar Loan Requestmade by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, stated above(i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or so much thereof (iii) on the date on which any such Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as Lender described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall have authorized and pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in outstanding on the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Eurodollar Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (x) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date, and (y) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the case of Eurodollar Loans, and not previously paid by the Assignee to the Assignor.] In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. * Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee ------------------- shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Lender Loans hereunder, (i) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan becomes due and owing hereunder, together with interest accrued thereon (by acceleration or otherwise)(the date as follows: Interest Rate: The rate of interest shall be specified described in the Borrower’s Loan Commitment which will be sent foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the Borrower upon approval principal amount of the loan (“portion of such Eurodollar Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Eurodollar Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans or fees, or the Payment Date, in the case of Eurodollar Loans, and not previously paid by the Assignee to the Assignor.] In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. **Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Lender Loans hereunder, (i) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan Request, stated above, or so much thereof as Lender shall have authorized made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan becomes due and owing hereunder, together with interest accrued thereon (by acceleration or otherwise) (the date as follows: Interest Rate: The rate of interest shall be specified described in the Borrower’s Loan Commitment which will be sent foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the Borrower upon approval principal amount of the loan (“portion of such Eurodollar Loan Commitment”). Borrower understands that assigned to the rate of interest and other key terms of Assignee which is outstanding on the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Eurodollar Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrowers with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans or fees, or the Payment Date, in the case of Eurodollar Loans, and not previously paid by the Assignee to the Assignor.]** In the event that either party hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. **Each Assignor may be lawfully collectedinsert its standard payment provisions in lieu of the payment terms included in this Exhibit. 25.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to pay receive from the Agent all payments of principal, interest and fees with respect to the order interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Lender Loans hereunder, (a) the principal sum Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder, and (b) with respect to each Eurodollar Loan Requestmade by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, stated above(i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or so much thereof (iii) on the date on which any such Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as Lender described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall have authorized and pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in outstanding on the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approvedPayment Date. If the loan is approvedAssignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, Borrower will be informed in writing, in a they shall agree to the interest rate applicable to the portion of such Loan Commitment, what these additional terms are. Borrower agrees that acceptance assigned hereunder for the period from the Effective Date to the end of the benefit of existing Interest Period applicable to such Eurodollar Loan (the loan, whether by receipt of funds, or "Agreed Interest Rate") and any interest received by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. If any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest Assignee in excess of the amount permitted by applicable law and the final amount due under the Agreement Agreed Interest Rate shall be adjusted so remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (x) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date, and (y) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans, or the Payment Date, in the case of Eurodollar Loans, and not previously paid by the Assignee to the Assignor.] In the event that either pars hereto receives any payment to which the total interest actually paid will equal other party hereto is entitled under this Assignment Agreement, then the maximum party receiving such amount that shall promptly remit it to the other party hereto. * Each Assignor may be lawfully collected. 2insert its standard payment provisions in lieu of the payment terms included in this Exhibit.

Payment Obligations. For value receivedThe Borrowers, jointly ------------------- and severally, irrevocably and unconditionally agree to reimburse the Issuer of any Letter of Credit for any amounts paid by such Issuer upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind. The Borrowers promise agree to pay to the order Issuer of Lender any Letter of Credit the principal sum equal amount of all Reimbursement Obligations (including those described in the preceding sentence) owing to such Issuer under any Letter of Credit issued for its account no later than the date (the "Reimbursement Date") that is one (1) Business Day after the Administrative ------------------ Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, irrespective of any claim, set-off, defense or other right that the Borrowers may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment under any Letter of Credit and the Borrowers shall not have repaid such amount to such Issuer pursuant to this clause (i) or such payment is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed from (i) the date on which such Reimbursement Obligation arose to the Loan RequestReimbursement Date, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Loan Commitment which will be sent to the Borrower upon approval of the loan (“Loan Commitment”). Borrower understands that at the rate of interest applicable to Revolving Loans and other key terms (ii) the Reimbursement Date to the date of repayment in full in cash, at the loan have not yet been rate of interest applicable to past due Revolving Loans during such period, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender's Pro Rata Share of such payment (as determined as of the execution pursuant to clause (h) of this application but will be set by the Lender based on various factors at such time as the loan may be approvedSection 3.01 in ------------ Dollars and in immediately available funds. If the loan is approvedAdministrative Agent so notifies such Revolving Loan Lender prior to 11:00 A.M. (New York time) on any Business Day, Borrower will be informed in writing, in a such Revolving Loan Commitment, what these additional terms are. Borrower agrees that acceptance Lender shall make available to the Administrative Agent for the account of such Issuer its Pro Rata Share of the benefit amount of such payment on such Business Day in immediately available funds. Upon such payment by a Revolving Loan Lender, such Revolving Loan Lender shall, notwithstanding whether or not the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as conditions precedent set forth in Section 6.02 shall have been satisfied (which conditions precedent ------------ the Borrower’s Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan Commitmentto the Borrowers in the principal amount of such payment. If Whenever any amount is due and owing 90 days after Issuer receives from the maturity dateBorrowers a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Revolving Loan Lender pursuant to this clause (i), Borrowers will be charged 5.000% of such Issuer shall pay to the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement Administrative Agent and the Borrower’s Administrative Agent shall promptly pay to each Revolving Loan Commitment. Borrowers shall not be required Lender, in immediately available funds, an amount equal to pay the interest in excess such Revolving Loan Lender's Pro Rata Share of the amount permitted by applicable law and of such payment adjusted, if necessary, to reflect the final amount due under respective amounts the Agreement shall be adjusted so that the total interest actually Revolving Loan Lenders have paid will equal the maximum amount that may be lawfully collected. 2in respect of such Reimbursement Obligation.