Common use of Revolving Credit Notes Clause in Contracts

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, or (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon the request of such any Revolving Credit Lender, the Borrowers shall execute and deliver to such Revolving Credit Lender a promissory note (each, a "Revolving Credit Note"), which shall (i) be payable to the order of such Revolving Credit Lender and be dated the Closing Date (or, in the case of Revolving Credit Notes issued after the Closing Date, be dated the date of the issuance thereof), (ii) be in a stated principal amount equal to the Commitment of such Revolving Credit Lender or, if less, the outstanding amount of all Revolving Credit Loans made by such Lender, plus interest thereon, as set forth in 2.4 herein, (iii) mature on the Revolving Credit Loan Maturity Date, and (iv) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The Borrowers irrevocably authorize each Revolving Credit Lender with a Revolving Credit Lender shall Note to make or cause to be evidenced by a single promissory note made, at or about the time of the Borrower in substantially the form of Exhibit A, and, (i) in the case Drawdown Date of any Revolving Credit Lender party hereto as Loan or at the time of the date receipt of this Agreementany payment of principal on such Lender's Revolving Credit Note, an appropriate notation on such Lender's Revolving Credit Note shall be dated as of Record reflecting the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request making of such Revolving Credit Lender, deliver Loan or cause to be delivered on (as the effective date case may be) the receipt of such increase or decrease, payment. Each Revolving Credit Lender holding a new Revolving Credit Note payable will, prior to any transfer of such Revolving Credit Lender in a Note, endorse on the reverse side thereof the outstanding principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit NoteLoans evidenced thereby. Failure to make such notation or any error in any such notation or to attach a schedule endorsement shall not affect any Revolving Credit Lender’s or the Borrower’s rights or Borrowers' obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon request On the Closing Date, Borrower shall issue to each of such Revolving Credit Lender, the Revolving Credit Loans made by Lenders a Revolving Credit Lender shall be evidenced by a single promissory note of the executed by Borrower in substantially the form of attached hereto as Exhibit A, B with all blanks appropriately completed in conformity with this Agreement (each a "Revolving Credit Note" and, (i) in collectively, the case of any "Revolving Credit Notes"), with all blanks therein appropriately completed. The Revolving Credit Notes shall evidence the obligation of Borrower to repay to the Lender party hereto as to which it is issued all Loans continued or made by such Lender to Borrower on account of the date of this Agreementsuch Lender's Commitment, such including all Revolving Loans made by any Lender under Section 2.1.4.(b) hereof. Each Revolving Credit Note shall (i) be payable to the Lender to which it is issued or its registered assigns, (ii) be dated as of the date Closing Date, (iii) be in a stated principal amount equal to the Commitment of such Lender, (iv) be payable in the principal amount of such Lender's pro rata percentage of the Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in Section 2.3.4. hereof, (vii) be subject to voluntary prepayments as provided in Section 2.1.13. hereof and mandatory prepayments as provided in Section 2.1.14. hereof and (viii) be entitled to the benefit of this Agreement and the Other Documents, and all security granted or provided to the Administrative Agent for the ratable benefit of the Lenders thereunder. Each Lender shall prior to any transfer or assignment of its Revolving Credit Note endorse on the reverse side thereof the outstanding principal amounts of the Loans evidenced thereby; provided, however, that such Lender's failure to make any such record or endorsement shall not affect Borrower's obligations in respect thereof. In addition, following the effectiveness of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicablepossible, Interest Period of on the Closing Date, each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, Existing Lenders shall be recorded deliver to the Administrative Agent the notes or promptly thereafter an affidavit of lost note then held by such Revolving Existing Lender evidencing loans and advances under the Original Credit Lender on its books Agreement for its Revolving Credit Note. Failure delivery to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or and cancellation by the Borrower’s rights or obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) or in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b13.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to the order of such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note, and, prior to any transfer, may be endorsed by such Revolving Credit Lender on a schedule attached to such Revolving Credit Note or any continuation thereof or on any separate record maintained by such Revolving Credit Lender. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit LoansLoans or affect the validity of such transfer by any Revolving Credit Lender of its Revolving Credit Note.

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the The Revolving Credit Loans made by a Revolving Credit Lender and the Swing ---------------------- Line Loans shall be evidenced by a single separate amended and restated promissory note notes of the Borrower Company in substantially the form of Exhibit A, and, A-1 hereto (i) in the case of any each ----------- a "Revolving Credit Lender party hereto Note"), dated as of the date of this Agreement, such Closing Date and completed with appropriate insertions. One Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such the order of each Lender having a Revolving Credit Lender Commitment in a principal amount equal to its Maximum such Lender's Revolving Commitment Percentage of the sum of the Total Revolving Commitment and the Total Revolving Multicurrency Commitment or, if different, the outstanding amount of all Revolving Credit Amount Loans and Swing Line Loans made (or held) by such Lender, plus interest accrued thereon, as in effect on such dateset forth below. The Company irrevocably authorizes each Lender to make or cause to be made, and otherwise duly completed. In at or about the event that time of the Drawdown Date of any Revolving Credit Loan or Swing Line Loan or at the time of receipt of any payment of principal on such Lender’s Maximum 's Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05Note, Section 12.04(b) or otherwise), an appropriate notation on such Lender's applicable Record reflecting the Borrower shall, upon request making of such Revolving Credit Lender, deliver Loan or cause to be delivered on Swing Line Loan or (as the effective date case may be) the receipt of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal payment. The outstanding amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Loans and Swing Line Loans set forth on such Lender, and all payments made on account 's Record shall be prima facie evidence of the principal thereofamount thereof owing and unpaid to such Lender, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure but the failure to make record, or any error in so recording, any such notation or to attach a schedule amount on such Lender's Record shall not limit or otherwise affect the obligations of the Company hereunder or under any Revolving Credit Lender’s Note to make payments of principal of or the Borrower’s rights or obligations in respect of such interest on any Revolving Credit LoansNote when due.

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the The Revolving Credit Loans made by a Revolving Credit Lender the Lenders hereunder shall be evidenced by a single promissory note notes of the Borrower Borrowers in substantially the form of Exhibit AB-1 attached hereto (collectively, and, (i) in the case of any "Revolving Credit Lender party hereto Note"), dated as of the date of this Agreement, such Closing Date and completed with appropriate insertions. The Revolving Credit Note shall be dated as payable to the order of each Lender in principal amounts equal to such Lender's Percentage of the date Revolving Loan Commitment, plus interest accrued thereon, as set forth below. Borrowers irrevocably authorize the Lenders to make or cause to be made, at or about the time of this Agreement, (ii) in the case Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal or interest on the Revolving Credit Note, an appropriate notation on its Record or elsewhere in accordance with the Lenders' customary procedures reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment and the respective pro-rata allocations to each Lender that becomes a party hereto pursuant in accordance with its respective Percentage. The Lenders shall record the outstanding amount of the Revolving Credit Loans on the Record or elsewhere in accordance with the Lenders' customary procedures as prima facie evidence of the principal amount thereof owing and unpaid to an Assignment and Assumptionthe Lenders, but the failure to record, or any error in so recording, any such amount on the Record or elsewhere in accordance with the Lenders' customary procedures shall not limit or otherwise affect the obligations of the Borrowers hereunder or under the Revolving Credit Note to make payments of principal of or interest on the Revolving Credit Note when due. The Revolving Credit Note shall be dated as due and payable on the Maturity Date, provided that the Maturity Date may, with the approval of all of the effective date Lenders, be extended annually thereafter for each of the Assignment and Assumption, or next two (iii2) in twelve-month periods following the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b)Maturity Date, as follows. If the Borrowers wish to extend the Maturity Date for such one year periods, the Borrowers shall so notify the Agent in writing at least one hundred twenty (120) days prior to the scheduled Maturity Date (as such may have been previously extended). The Agent shall promptly communicate such extension request in writing to each of the effective date Lenders who shall advise the Agent in writing no later than ninety (90) days from their receipt of such increase, in each case, payable notice from the Agent whether such Lender elects to agree to such Revolving Credit extension request. No Lender in a principal amount equal shall be deemed to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable have agreed to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower extension of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations Maturity Date unless it has consented thereto in respect of such Revolving Credit Loanswriting.

Revolving Credit Notes. Upon request On the Closing Date, Borrower shall issue to each of such Revolving Credit Lender, the Revolving Credit Loans made by Lenders with a Revolving Credit Lender shall be evidenced by Loan Commitment a single promissory note of the executed by Borrower in substantially the form of Exhibit A, attached hereto as EXHIBIT B with all blanks appropriately completed in conformity with this Agreement (each a "Revolving Credit Note" and, (i) in collectively, the case of any "Revolving Credit Notes"), with all blanks therein appropriately completed. The Revolving Credit Notes shall evidence the obligation of Borrower to repay to the Lender party hereto as to which it is issued all Loans continued or made by such Lender to Borrower on account of the date of this Agreement, such Lender's Revolving Loan Commitment . Each Revolving Credit Note shall (i) be payable to the Lender to which it is issued or its registered assigns, (ii) be dated as of the date Closing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender, (iv) be payable in the principal amount of such Lender's pro rata percentage of the Loans evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in Section 2.4.4. hereof, (vii) be subject to voluntary prepayments as provided in Section 2.6.7. hereof and mandatory prepayments as provided in Section 2.6.8. hereof and (viii) be entitled to the benefit of this Agreement and the Other Documents, and all security granted or provided to the Administrative Agent for the ratable benefit of the Lenders thereunder. Each Lender shall prior to any transfer or assignment of its Revolving Credit Note endorse on the reverse side thereof the outstanding principal amounts of the Loans evidenced thereby; provided, however, that such Lender's failure to make any such record or endorsement shall not affect Borrower's obligations in respect thereof. In addition, following the effectiveness of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicablepossible, Interest Period of on the Closing Date, each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, Lenders shall be recorded deliver to the Administrative Agent the notes or promptly thereafter an affidavit of lost note then held by such Revolving Lender evidencing loans and advances under the Third Restated Credit Lender on its books Agreement for its Revolving Credit Note. Failure delivery to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or and cancellation by the Borrower’s rights or obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon request The Revolving Credit Loans shall be evidenced by the Revolving Credit Notes. A Revolving Credit Note shall be payable to the order of each Revolving Credit Lender in an aggregate principal amount equal to such Lender's Revolving Credit Commitment. The Borrowers irrevocably authorize each Revolving Credit Lender to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal on such Lender's Revolving Credit Notes, an appropriate notation on such Lender's Revolving Credit Note Record reflecting the making of such Revolving Credit Lender, Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans made by a set forth on such Lender's Revolving Credit Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender's Revolving Credit Note Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due. Upon receipt of an affidavit of an officer of any Revolving Credit Lender shall be evidenced by a single promissory note as to the loss, theft, destruction or mutilation of the Borrower in substantially the form any Revolving Credit Note or any other security document which is not of Exhibit Apublic record, and, (i) in the case of any Revolving Credit Lender party hereto as such loss, theft, destruction or mutilation, upon surrender and cancellation of the date of this Agreement, such Revolving Credit Note shall be dated as of or other security document, the date of this AgreementBorrowers will issue, (ii) in the case of any Revolving Credit Lender that becomes lieu thereof, a party hereto pursuant to an Assignment and Assumption, such replacement Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) other security document in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a same principal amount equal to its Maximum Credit Amount as in effect on such date, thereof and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit Loanslike tenor.

Revolving Credit Notes. Upon Each Revolving Credit Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Revolving Credit Lender resulting from each Revolving Credit Loan made by such Revolving Credit Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Revolving Credit Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Revolving Credit Lender, (ii) the amount of each Revolving Credit Loan made hereunder by each Revolving Credit Lender, the Type thereof and, in the case of each Eurodollar Revolving Credit Loan, the Interest Period applicable thereto, (iii) the date of any continuation of any Revolving Credit Loan pursuant to Section 2.04, (iv) the date of any conversion of all or a portion of any Revolving Credit Loan to another Type pursuant to Section 2.04, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of the Revolving Credit Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Revolving Credit Loans and each Revolving Credit Lender’s Applicable Percentage thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided that the failure or delay of any Revolving Credit Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Revolving Credit Loans (both principal and unpaid accrued interest) of such Revolving Credit Lender in accordance with the terms of this Agreement. This Agreement evidences the obligation of the Borrower to repay the Revolving Credit Loans and is being executed as a “noteless” credit agreement. However, at the request of any Revolving Credit Lender at any time, the Borrower agrees that it will prepare, execute and deliver to such Revolving Credit Lender a promissory note payable to the order of such Revolving Credit Lender (or, if requested by such Revolving Credit Lender, the Revolving Credit Loans made by a to such Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower and its registered assigns) in substantially the form of Exhibit A, and, (i) in A or such other form approved by the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completedAdministrative Agent. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise)reason, the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon request of such Each Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender Loan shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as each Alternate Base Rate Loan in the minimum principal amount of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, $50,000.00 and (ii) in the case of each Eurodollar Loan, in the minimum principal amount of $750,000.00, and in minimum increased multiples of $100,000.00 (except that, if any such Alternate Base Rate Loan so requested shall exhaust the remaining available Commitment of a Bank, such Alternate Base Rate Loan may be in an amount equal to the amount of the unused Commitment), and shall be evidenced by the Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Notes (Holdings) or the Revolving Credit Notes (Tower). Each Revolving Credit Note shall be dated as the date hereof and be in the maximum principal amount of the effective date of the Assignment and Assumption, or (iiii) Chase's Holdings Commitment in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Chase's Revolving Credit Note payable to such Revolving Credit Lender (Holdings) and Chase's Tower Commitment in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower case of the Chase's Revolving Credit Note so replaced(Tower) and (ii) EAB's Holdings Commitment in the case of EAB's Revolving Credit Note (Holdings) and EAB's Tower Commitment in the case of EAB's Revolving Credit Note (Tower). Each Note shall mature on the Holdings Maturity Date or the Tower Maturity Date as applicable, at which time the entire outstanding principal balance and all interest thereon shall be due and payable. The date, amount, Type, interest rate and, if applicable, Interest Period Notes shall each be entitled to the benefits and subject to the provisions of this Agreement. At the time of the making of each Revolving Credit Loan made and at the time of each payment of principal thereon, each Bank is hereby authorized by each the applicable Credit Party to make a notation on the schedule annexed to the applicable Note of the date and amount of the Revolving Credit LenderLoan or payment, and all payments made on account of as the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Notecase may be. Failure to make any such a notation or with respect to attach a schedule shall not affect any Revolving Credit Lender’s Loan shall not limit or otherwise affect the Borrower’s rights obligation of the applicable Credit Party hereunder or obligations in under the applicable Note with respect of to such Revolving Credit LoansLoan, and any payment of principal on a Note by a Credit Party shall not be affected by the failure to make a notation thereof on said schedule.

Revolving Credit Notes. Upon request of such the Revolving Credit LenderNotes to be executed by Borrower in favor of each Lender to evidence Borrower's indebtedness to such Lender for its Revolving Credit Percentage, the Revolving Credit Loans made by a Revolving Credit Lender shall Note in favor of Fleet to be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit AEXHIBIT A-1 attached hereto, and, (i) and the Revolving Credit Note in favor of Boston to be in the case form of any Revolving Credit Lender party EXHIBIT A-2 attached hereto as the same may be amended, renewed, modified, extended or restated from time to time. REVOLVING CREDIT PERCENTAGE - as defined in SECTION 2.1(A) of this Agreement. ROLLING DEBENTURE - the $3,000,000 Junior Subordinated Debenture of Holdings to Seller to be issued pursuant to SECTION 1.3(C) of the date Asset Purchase Agreement in connection with the purchase price payable to Seller in connection with the Acquisition. SCHEDULE OF ACCOUNTS - as defined in SECTION 5.2 of this Agreement. SEASONAL INVENTORY OVERADVANCE AMOUNT - during the period (BUT ONLY DURING THE period) beginning April 1 and continuing through September 30 of each year during the term of this Agreement, the lesser of (a) $4,500,000 or (b) 10% (or such Revolving Credit Note lesser percentage as Lenders may in their discretion determine from time to time after the occurrence of a Default) of the value of Eligible Inventory at such date. Beginning October 1 of each year and continuing through March 31 of the following year, the Seasonal Inventory Overadvance Amount shall be dated $0.00. SECURITY - shall have the same meaning as in SECTION 2(1) of the date Securities Act of this 1933, as amended. SECURITY DOCUMENTS - the Trademark Security Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise)Guaranty Agreement, the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit LenderStock Pledge Agreement, and all payments made on account other instruments and agreements now or at any time hereafter securing the whole or any part of the principal thereofObligations, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit Noteall as amended, renewed, modified, extended or restated from time to time. Failure to make any such notation or to attach SELLER - Plymouth Mills Inc., a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit LoansNew York corporation. SELLER SHAREHOLDERS - Axxx Xlenson and Joann Elenson.

Revolving Credit Notes. Upon The Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender, in order to evidence such Lender's Revolving Credit Loans the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date 41 36 and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Revolving Credit Note"), payable to the order of such Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any lesser of (a) the amount of the initial Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request Commitment of such Revolving Credit Lender, deliver or cause to be delivered on Lender and (b) the effective date aggregate unpaid principal amount of such increase or decrease, a new all Revolving Credit Note payable to Loans made by such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Lender. Each Revolving Credit Note so replaced. The Lender is hereby authorized to record the date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan made by each such Revolving Credit Lender, and all payments made on account of the principal each continuation thereof, shall be recorded by such Revolving Credit Lender each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on its books for the schedules annexed to and constituting a part of its Revolving Credit Note. Failure , and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Revolving Credit Lender to make any such notation or to attach a schedule recordation shall not affect any Revolving Credit Lender’s or of the Borrower’s rights or obligations in respect of the Borrower under such Revolving Credit LoansNote or this Agreement. Any Revolving Credit Note shall (x) be dated the Closing Date, (y) be stated to mature on the Revolving Credit Commitment Termination Date and (z) provide for the payment of interest in accordance with subsection 4.1.

Revolving Credit Notes. Upon the request of such any Revolving Credit Lender, the Borrowers shall execute and deliver to such Revolving Credit Lender a promissory note (each, a “Revolving Credit Note”), which shall (i) be payable to the order of such Revolving Credit Lender and be dated the Closing Date (or, in the case of Revolving Credit Notes issued after the Closing Date, be dated the date of the issuance thereof), (ii) be in a stated principal amount equal to the Commitment of such Revolving Credit Lender or, if less, the outstanding amount of all Revolving Credit Loans made by such Lender, plus interest thereon, as set forth in §2.4 herein, (iii) mature on the Revolving Credit Loan Maturity Date, and (iv) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The Borrowers irrevocably authorize each Revolving Credit Lender with a Revolving Credit Lender shall Note to make or cause to be evidenced by a single promissory note made, at or about the time of the Borrower in substantially the form of Exhibit A, and, (i) in the case Drawdown Date of any Revolving Credit Lender party hereto as Loan or at the time of the date receipt of this Agreementany payment of principal on such Lender’s Revolving Credit Note, an appropriate notation on such Lender’s Revolving Credit Note shall be dated as of Record reflecting the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request making of such Revolving Credit Lender, deliver Loan or cause to be delivered on (as the effective date case may be) the receipt of such increase or decrease, payment. Each Revolving Credit Lender holding a new Revolving Credit Note payable will, prior to any transfer of such Revolving Credit Lender in a Note, endorse on the reverse side thereof the outstanding principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit NoteLoans evidenced thereby. Failure to make such notation or any error in any such notation or to attach a schedule endorsement shall not affect any Revolving Credit Lender’s or the Borrower’s rights or Borrowers’ obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon the request of such any Revolving Credit Lender, the Borrowers shall execute and deliver to such Revolving Credit Lender a promissory note (each, a "Revolving Credit Note"), which shall (i) be payable to the order of such Revolving Credit Lender and be dated the Closing Date (or, in the case of Revolving Credit Notes issued after the Closing Date, be dated the date of the issuance thereof), (ii) be in a stated principal amount equal to the Commitment of such Revolving Credit Lender or, if less, the outstanding amount of all Revolving Credit Loans made by such Lender, plus interest thereon, as set forth in s. 2.4 herein, (iii) mature on the Revolving Credit Loan Maturity Date, and (iv) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The Borrowers irrevocably authorize each Revolving Credit Lender with a Revolving Credit Lender shall Note to make or cause to be evidenced by a single promissory note made, at or about the time of the Borrower in substantially the form of Exhibit A, and, (i) in the case Drawdown Date of any Revolving Credit Lender party hereto as Loan or at the time of the date receipt of this Agreementany payment of principal on such Lender's Revolving Credit Note, an appropriate notation on such Lender's Revolving Credit Note shall be dated as of Record reflecting the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request making of such Revolving Credit Lender, deliver Loan or cause to be delivered on (as the effective date case may be) the receipt of such increase or decrease, payment. Each Revolving Credit Lender holding a new Revolving Credit Note payable will, prior to any transfer of such Revolving Credit Lender in a Note, endorse on the reverse side thereof the outstanding principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Credit Lender on its books for its Revolving Credit NoteLoans evidenced thereby. Failure to make such notation or any error in any such notation or to attach a schedule endorsement shall not affect any Revolving Credit Lender’s or the Borrower’s rights or Borrowers' obligations in respect of such Revolving Credit Loans.

Revolving Credit Notes. Upon request The obligation of such the Borrower ---------------------- to repay the amount of its Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender to each Bank is and shall be evidenced by a single promissory note of the Borrower (a "Revolving Credit Note") in substantially the form of Exhibit AA hereto, and, (i) in executed and delivered by the case of any Revolving Credit Lender party hereto as of the date of Borrower pursuant to this Agreement, such with appropriate insertions, which shall mature on the Termination Date, and shall bear interest on the daily unpaid principal amount at the rate(s) specified in Section 1.7. Upon the execution and delivery of a Revolving Credit Note shall be dated as by the Borrower in favor of each of the date of this AgreementBanks as stated herein, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such prior Revolving Credit Note under the Existing Agreement shall be dated as of the effective date of the Assignment deemed replaced and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of canceled. All outstanding Revolving Loans on such increase, in each case, payable to such replaced and canceled Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason Notes (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause all acknowledged to be delivered on Eurodollar Loans) shall be transferred to the effective date of such increase or decrease, a corresponding new Revolving Credit Note payable to executed concurrently herewith and the interest rate on such outstanding Eurodollar Loans shall remain in effect until the end of the current Eurodollar Interest Period for each such outstanding Eurodollar Loan. The date and amount of each Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to Loan made by such increase or decrease, and otherwise duly completed, against return Bank to the Borrower of and the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period date and amount of each payment of principal and interest on such Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, Loans shall be recorded by such Bank at the time of each such Revolving Credit Lender Loan or payment, as the case may be, on its books for its the schedule annexed to the Revolving Credit Note. Failure ; provided, however, that failure to make such a notation with respect to any such notation or to attach a schedule -------- ------- Revolving Loan shall not limit or otherwise affect any Revolving Credit Lender’s (a) the obligation of the Borrower hereunder or the Borrower’s rights or obligations in respect of under such Revolving Credit LoansNote, and (b) recognition of payments of principal or interest on such Revolving Credit Note by the Borrower.

Revolving Credit Notes. Upon The Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender, in order to evidence such Lender's Revolving Credit Loans the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Revolving Credit Note"), payable to the order of such Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any lesser of (a) the amount of the initial Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request Commitment of such Revolving Credit Lender, deliver or cause to be delivered on Lender and (b) the effective date aggregate unpaid principal amount of such increase or decrease, a new all Revolving Credit Note payable to Loans made by such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Lender. Each Revolving Credit Note so replaced. The Lender is hereby authorized to record the date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan made by each such Revolving Credit Lender, and all payments made on account of the principal each continuation thereof, shall be recorded by such Revolving Credit Lender each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on its books for the schedules annexed to and constituting a part of its Revolving Credit Note. Failure , and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Revolving Credit Lender to make any such notation or to attach a schedule recordation shall not affect any Revolving Credit Lender’s or of the Borrower’s rights or obligations in respect of the Borrower under such Revolving Credit Loans.Note or this Agreement. Any Revolving Credit Note shall (x) be dated the Closing Date, (y) be stated to mature on the Revolving Credit Commitment Termination Date and (z) provide for the payment of interest in accordance with subsection 4.1. 29 2

Revolving Credit Notes. Upon The Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender, in order to evidence such Lender's Revolving Credit Loans the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Revolving Credit Note"), payable to the order of such Revolving Credit Lender, the Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, and, (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any lesser of (a) the amount of the initial Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request Commitment of such Revolving Credit Lender, deliver or cause to be delivered on Lender and (b) the effective date aggregate unpaid principal amount of such increase or decrease, a new all Revolving Credit Note payable to Loans made by such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Lender. Each Revolving Credit Note so replaced. The Lender is hereby authorized to record the date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan made by each such Revolving Credit Lender, and all payments made on account of the principal each continuation thereof, shall be recorded by such Revolving Credit Lender each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on its books for the schedules annexed to and constituting a part of its Revolving Credit Note. Failure , and any such recordation shall, in the absence of manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Revolving Credit Lender to make any such notation recordation, or to attach a schedule any error therein, shall not affect any Revolving Credit Lender’s or of the Borrower’s rights or obligations in respect of the Borrower under such Revolving Credit LoansNote or this Agreement. Any Revolving Credit Note shall (x) be dated the Closing Date, (y) be stated to mature on the Revolving Credit Commitment Termination Date and (z) provide for the payment of interest in accordance with Section 4.1.

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the The Revolving Credit Loans made by a Revolving Credit each Lender shall be evidenced by a single promissory note of the Borrower Borrower, substantially in substantially the form of Exhibit AA-1, andwith appropriate insertions as to payee, date and principal amount (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b)each, as of the effective date of such increaseamended, in each casesupplemented, replaced or otherwise modified from time to time, a "REVOLVING CREDIT NOTE"), payable to the order of such Revolving Credit Lender and in a principal amount equal to its Maximum Credit Amount as the lesser of (a) the amount set forth opposite such Lender's name in effect on such date, and otherwise duly completed. In Schedule 1.1 under the event that any heading "Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason Commitment" and (whether pursuant to Section 2.05, Section 12.04(bb) or otherwise), the Borrower shall, upon request aggregate unpaid principal amount of such all Revolving Credit Loans made by such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such . Each Revolving Credit Lender in a principal amount equal is hereby authorized to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to record the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan made by each Revolving Credit such Lender, and all payments made on account of the principal each continuation thereof, shall be recorded by such Revolving Credit Lender each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurocurrency Loans, the length of each Interest Period and Eurodollar Rate or Eurosterling Rate, as applicable, with respect thereto, on its internal books for and records and/or on the schedule annexed to and constituting a part of its Revolving Credit Note. Failure , and any such recordation on such schedule shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded; PROVIDED that the failure by any Lender to make any such notation or to attach a schedule recordation shall not affect any the obligations of the Borrower under this Agreement or the Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Notes. Each Revolving Credit Loans.Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Revolving Credit Termination Date and (iii) provide for the payment of interest in accordance with subsection 4.7. 2.3

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the The Revolving Credit Loans made by a Revolving Credit Lender the Lenders in respect of Facility A and Facility B shall each be evidenced by a single promissory note of the Borrower Borrowers in substantially the form of Exhibit A, B-1 attached hereto (the "Facility A Revolving Credit Note") and Exhibit B-2 attached hereto (the "Facility B Revolving Credit Note" and, (i) collectively with the Facility A Revolving Credit Note, the "Revolving Credit Notes"), each dated as of the Closing Date and completed with appropriate insertions. The Revolving Credit Notes shall be payable to the order of the Agent for the ratable account of each Lender in principal amounts equal to the case Facility A Commitment and the Facility B Commitment, respectively, or, if less, the aggregate outstanding amount of all Revolving Credit Loans made by the Lenders in respect of the applicable Facility, plus interest accrued thereon, as set forth below. The Borrowers irrevocably authorize the Agent to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Lender party hereto as Loans under Facility A and/or Facility B or at the time of the date receipt of this Agreement, such Revolving Credit Note shall be dated as any payment of the date of this Agreement, (ii) in the case of principal or interest on any Revolving Credit Lender that becomes a party hereto pursuant to Note, an Assignment and Assumption, such Revolving Credit Note shall be dated as of appropriate notation on its Record reflecting the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request making of such Revolving Credit Lender, deliver Loans or cause to be delivered on (as the effective date case may be) the receipt of such increase or decrease, a new Revolving Credit Note payable payment and the respective pro-rata allocations to such Revolving Credit each Lender in a principal accordance with its respective Percentage of the Total Commitment. The Agent shall record the outstanding amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period Loans on the Record as prima facie evidence of each Revolving Credit Loan made by each Revolving Credit Lender, the principal amount thereof owing and all payments made on unpaid to the Agent for the ratable account of the Lenders, but the failure to record, or any error in so recording, any such amount on the Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under the Revolving Credit Notes to make payments of principal thereof, of or interest on the Revolving Credit Notes when due. All Facility A Revolving Credit Notes shall be recorded by such due and payable on the Facility A Maturity Date, provided that the Facility A Maturity Date may, with the approval of all of the Lenders, be extended annually thereafter for each of the next two twelve-month periods following the Facility A Maturity Date. All Facility B Revolving Credit Lender Notes shall be due and payable on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving Credit LoansConversion Date.

Revolving Credit Notes. Upon The Borrower agrees that, upon the request of such to the Administrative Agent by any Revolving Credit Lender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 12.6(c), in order to evidence such Lender, the 's Revolving Credit Loans made by a Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially will execute and deliver, on the form of Exhibit A, and, (i) Effective Date in the case of any Revolving Credit Lender party hereto as of such request made on or prior to the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) Effective Date and promptly in the case of any such assignment, to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(bNote"), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender and in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason lesser of (whether pursuant to Section 2.05, Section 12.04(ba) or otherwise), the Borrower shall, upon request of amount set forth under such Revolving Credit Lender's name on Schedule I opposite the heading "Revolving Credit Commitment" and (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by such Lender to the Borrower. Each Revolving Credit Note shall (x) be dated the Effective Date, deliver or cause (y) be stated to be delivered mature on the effective date Termination Date and (z) provide for the payment of interest in accordance with subsection 4.1. A Revolving Credit Note may be assigned or otherwise transferred only by registration of such increase assignment or decreasetransfer in the Register (and each Revolving Credit Note shall expressly so provide). Any assignment or transfer of a Revolving Credit Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Revolving Credit Note accompanied by an Assignment and Acceptance duly executed by the assigning Lender, and thereupon a new Revolving Credit Note payable shall be issued to such the designated Assignee and the surrendered Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return Note shall be returned by the Administrative Agent to the Borrower marked "cancelled". No assignment of the a Revolving Credit Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Revolving Credit Lender, and all payments made on account of the principal thereof, shall be effective unless it shall have been recorded in the Register by such Revolving Credit Lender on its books for its Revolving Credit Note. Failure to make any such notation or to attach a schedule shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations Administrative Agent as provided in respect of such Revolving Credit Loansthis subsection 2.2.

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the The Revolving Credit Loans made by a each Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower Borrower, substantially in substantially the form of Exhibit AA-1, andwith appropriate insertions as to payee, date and principal amount (i) in the case of any a "Revolving Credit Lender party hereto as of Note", collectively, the date of this Agreement, such "Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(bNotes"), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender and in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any lesser of (a) the amount of the initial Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request Commitment of such Revolving Credit Lender, deliver or cause to be delivered on Lender and (b) the effective date aggregate unpaid principal amount of such increase or decrease, a new all Revolving Credit Note payable to Loans made by such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Lender. Each Revolving Credit Note so replaced. The Lender is hereby authorized to record the date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan made by each such Revolving Credit Lender, and all payments made on account of the principal each continuation thereof, shall be recorded by such Revolving Credit Lender each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on its books for the schedule annexed to and constituting a part of its Revolving Credit Note. Failure , and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Revolving Credit Lender to make any such notation or to attach a schedule recordation shall not affect any Revolving Credit Lender’s or of the Borrower’s rights or obligations in respect of the Borrower under such Revolving Credit LoansNote or this Agreement. Each Revolving Credit Note shall (x) be dated the Amendment and Restatement Effective Date, (y) be stated to mature on the Revolving Credit Commitment Termination Date and (z) provide for the payment of interest in accordance with subsection 4.1.

Revolving Credit Notes. Upon request The obligation of such Revolving Credit the Borrower to pay each Lender, 's Pro Rata Share of the Revolving Credit Loans made by a Revolving Credit Lender Loan, with interest, shall be evidenced by a single series of promissory note of notes (as from time to time extended, amended, restated, supplemented or otherwise modified, collectively the Borrower in substantially the form of Exhibit A, and, (i) in the case of any "Revolving Credit Lender party hereto as of the date of this Agreement, such Notes" and individually a "Revolving Credit Note"). Each Lender's Revolving Credit Note shall be dated as of the date of this Agreement, (ii) shall be payable to the order of such Lender at the times provided in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment Note, and Assumption, shall be in the principal amount of such Lender's Revolving Credit Note shall be dated as Committed Amount. The Borrower acknowledges and agrees that, if the outstanding principal balance of the effective date of Revolving Loan outstanding from time to time exceeds the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b), as of the effective date of such increase, in each case, payable to such Revolving Credit Lender in a principal aggregate stated amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.05, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Note so replacedNotes, the excess shall bear interest at the rates provided from time to time for advances under Revolving Loan evidenced by the Revolving Credit Notes and shall be payable, with accrued interest, ON DEMAND. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan made by each Notes shall not operate as a novation of any of the Obligations or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the parties hereto in accordance with the provisions of this Agreemen (Revolving Credit Lender, and all payments made on account of the principal thereof, shall be recorded by such Notes). "Revolving Credit Lender on its books for its Optional Reduction" and "Revolving Credit NoteOptional Reductions" have the meanings described in Section (L) OPTIONAL REDUCTION OF REVOLVING CREDIT COMMITTED AMOUNT (Optional Reduction of Revolving Credit). Failure to make any such notation or to attach a schedule shall not affect any "Revolving Credit Lender’s or Pro Rata Share" has the Borrower’s rights or obligations meaning described in respect of such Revolving Credit Loans.Section (B) PROCEDURE FOR MAKING ADVANCES UNDER THE REVOLVING LOAN. (Procedure for Making Advances). "REVOLVING CREDIT TERMINATION DATE" MEANS THE EARLIER OF (A) JANUARY 21, 2002, (B) THE REPAYMENT OR PREPAYMENT OF THE TERM LOANS IN FULL, (C) THE DATE ON WHICH THE REVOLVING CREDIT COMMITMENTS ARE TERMINATED PURSUANT TO SECTION 7.2

Revolving Credit Notes. Upon request of such Revolving Credit Lender, the The Revolving Credit Loans made by a Revolving Credit Lender each Bank to the Company shall be evidenced by a single promissory note of the Borrower Company, substantially in substantially the form of Exhibit AB hereto, andwith appropriate insertions as to date, payee and principal amount (i) in the case of any Revolving Credit Lender party hereto as of the date of this Agreement, such Revolving Credit Note shall be dated as of the date of this Agreement, (ii) in the case of any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Revolving Credit Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.01(b"REVOLVING CREDIT NOTE"), as of the effective date of such increase, in each case, payable to the order of such Revolving Credit Lender in Bank and representing the obligation of the Company to pay a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Credit Amount increases or decreases for any reason lesser of (whether pursuant to Section 2.05, Section 12.04(ba) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal original amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against return to the Borrower of the Revolving Credit Commitment of such Bank and (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by such Bank to the Company pursuant to subsection 2.4(a). Each Revolving Credit Note so replacedshall (i) be dated the Closing Date, (ii) be stated to mature on the Revolving Credit Commitment Termination Date, and (iii) bear interest on the unpaid principal amount thereof from time to time outstanding from the date thereof until paid in full at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.11. The Each Bank is authorized to endorse the date, amount, Type, interest rate and, if applicable, Interest Period Type and amount of each Revolving Credit Loan to the Company made or converted by each Revolving Credit Lendersuch Bank, and all payments made on account the date and amount of the each payment or prepayment of principal thereof, shall be recorded by such Revolving Credit Lender and, in the case of Eurodollar Loans, the Interest Period and the interest rate with respect thereto, on its books for the schedule annexed to and forming a part of its Revolving Credit Note. Failure , which endorsements shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that failure by any Bank to make any such notation or to attach a schedule recordation on its Revolving Credit Note shall not affect any Revolving Credit Lender’s or of the Borrower’s rights or obligations in respect of the Company under such Revolving Credit LoansNote or this Agreement. Each Continuing Bank shall on or as soon as practicable after the Closing Date deliver to the Agent its Revolving Credit Note issued pursuant to the Existing Credit Agreement, marked "superseded", and will accept, in substitution for and replacement of (but not in satisfaction of) such existing Revolving Credit Note (to the extent of the Revolving Credit Loans evidenced thereby), a Revolving Credit Note meeting the requirements of this subsection; the Agent will on the Closing Date deliver to the Company all such existing Revolving Credit Notes received by the Agent on or before such Date.