Common use of The Notes Clause in Contracts

The Notes. (a) The Revolver Advances made by the Lenders hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline Note shall be dated the Effective Date and shall be in a maximum principal amount of $10,000,000. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (ai) The Revolver Advances made Borrower’s obligation to pay the principal of and interest on all Revolving Loans advanced by a Lender pursuant to the Lenders hereunder Fundings shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, in substantially the form of Exhibit B-1 hereto Note which shall: (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall 1) be dated the Effective Closing Date, or, if later, the date on which a Lender becomes party to this Agreement and shall ; (2) be in a maximum the stated principal amount equal to the applicable Commitment of such Lender; (3) bear interest as provided therein; (4) be payable to such Lender; and (5) be substantially in the form of Exhibit G hereto, with blanks appropriately completed in conformity herewith. Each Lender Group’s Group Advance Limitmay, and shall otherwise be duly completed. The Swingline Note shall be dated the Effective Date and shall be in a maximum principal amount of $10,000,000. (b) Each Managing Agent is hereby authorized to enter on to, make a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to such Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of such Note, such Lender shall endorse the outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall not adversely affect such Lender’s rights with respect to such Note. (ii) Although each Note shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the applicable Lender’s Commitment, each such Note shall not limit or otherwise affect be enforceable with respect to the Borrower’s obligation to pay the principal thereof only to the extent of the Borrower to repay unpaid principal amount of all Revolving Loans made by such Lender at the Advances in accordance with their respective terms as set forth hereintime such enforcement shall be sought.

The Notes. (a) The Revolver Advances Loans made by the Lenders hereunder shall be evidenced by a one or more duly executed promissory note notes payable to the order of the Borrower payable Persons specified by the Owners, in an aggregate principal amount equal to each Managing Agent, on behalf of the applicable Lenders in the related Lender GroupFacility Amount, in substantially the form of Exhibit B-1 B hereto (collectivelyeach, the a “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Each Note shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, Restatement Date and shall otherwise be duly completed. The Swingline maturity date of each Note shall be dated the Effective Date and Maturity Date. Any Loans assigned to an Eligible Assignee pursuant to Section 13.01 shall be in evidenced by a maximum principal amount replacement Note payable to the order of $10,000,000such Eligible Assignee. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) on a schedule attached to the Note with respect to each Lender Advance made by each Lender in the applicable its Lender Group: Group hereunder, regarding (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing an Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Loans in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, each Agent shall ▇▇▇▇ each Note for its Lender Group “Paid” and return it to the Borrower for cancellation.

The Notes. (a) The Revolver Advances Revolving Loans made to the Borrower by the Lenders hereunder a Lender shall be evidenced by a duly executed single promissory note of the Borrower payable issued to each Managing Agent, on behalf of the applicable Lenders such Lender in the related Lender Group, in substantially the form of Exhibit B-1 hereto D-1 hereto. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (collectively, the “Revolver Notes”). b) The Swing Advances Loans made to the Borrower by the Swingline Lender hereunder Administrative Agent shall be evidenced by a duly executed single promissory note of the Borrower payable issued to the Swingline Lender, Administrative Agent in substantially the form of Exhibit B-2 hereto (D-2 hereto. Such promissory note is hereinafter referred to as the “Swingline "Swing Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline Note shall be dated the Effective Date and shall be in a maximum principal amount of $10,000,000." (bc) Each Managing Agent is hereby authorized to enter Lender shall record on its books and records or on a schedule attached to its Notes appropriate Note the following notations (which may be computer generated) with respect to amount of each Advance made Loan advanced, continued or converted by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment it, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and any such recordation records of a Lender or on a schedule to the relevant Note, shall constitute be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the accuracy of the information so recorded. The failure of a Managing Agent to make foregoing or any error in any such notation on the schedule attached to the applicable Note record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At the Advances in accordance with their respective terms as request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender to replace any outstanding Note, and at such time the first notation appearing on a schedule on the reverse side of, or attached to, such Note shall set forth hereinthe aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolver Advances made by the Lenders hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline Note shall be dated the Effective Date and shall be in a maximum principal amount of $10,000,000.55 (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Advances Each Class of Loans made by the Lenders hereunder shall be evidenced by a one or more duly executed promissory note of the Borrower notes payable to each Managing Agent, the Administrative Agent on behalf of the applicable Lenders Lenders, in an aggregate principal amount not to exceed the related Lender GroupFacility Amount, in substantially the form of Exhibit B-1 hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 B hereto (the “Swingline Class A‑1 Notes” and “Class A‑2 Notes,” respectively, and each, a “Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Each Note shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, Closing Date and shall otherwise be duly completed. The Swingline maturity date of each Class A‑1 Note shall be dated the Effective [September 12, 2018] Payment Date and of each Class A‑2 Note shall be the [ ] Payment Date, or in a maximum principal amount each case such other date as to which the Administrative Agent, with the consent of $10,000,000each Lender, shall notify the Borrower in writing. (b) Each Managing The Administrative Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) on a schedule attached to the Note with respect to each Lender Advance made by each Lender in the applicable Lender Group: hereunder, regarding (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing the Administrative Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Loans in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, the Administrative Agent shall ▇▇▇▇ each Note “Paid” and return it to the Borrower.

The Notes. (a) The Revolver Advances made by any Lender hereunder shall, at the Lenders hereunder shall request of such ▇▇▇▇▇▇, be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related such Lender Group, in substantially the form of Exhibit B-1 B hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, or in substantially the form of Exhibit B-2 hereto any promissory note as permitted prior to the Seventh Restatement Effective Date (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Any Note issued to a Lender on or after the Seventh Restatement Effective Date shall be dated the Seventh Restatement Effective Date, or, if later, the Date or such later date on which such Person becomes a Lender becomes party to this Agreement and hereunder. All Notes shall be in a maximum principal amount equal to the applicable Lender Groupsuch Lender’s Group Commitment or Maximum Advance Limit, Amount (as applicable) and shall otherwise be duly completed. The Swingline Thereafter, the Advances evidenced by a Note and interest thereon shall at all times (including after assignment permitted pursuant to Article XI) be dated represented by one or more Notes payable to the Effective Date payee named therein and shall be in a maximum principal amount of $10,000,000its registered assigns. (b) Each Managing Agent Lender is hereby authorized to enter on a schedule attached to its Notes the Note as to which it is the payee the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Groupsuch Lender: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent Lender to obtain a Note or to make any such notation on the schedule attached to the an applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (ai) The Revolver Advances made Borrower’s obligation to pay the principal of and interest on all amounts advanced by the Lenders hereunder pursuant to the Fundings shall be evidenced by a duly executed promissory variable funding note of the Borrower for each Purchaser Group (each, a “Note”) which shall: (1) be dated the Effective Date; (2) be in the stated principal amount equal to the Commitment Amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to each Managing Agent, on behalf the order of JPMorgan and Wachovia for the account of the applicable Lenders Lenders, and mature on February 15, 2009; and (5) be substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectivelyI hereto, with blanks appropriately completed in conformity herewith. The applicable Liquidity Agent shall, and is hereby authorized to, make a notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the “Revolver Notes”). The Swing Advances made by applicable Liquidity Agent shall endorse the Swingline Lender hereunder outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall be evidenced by a duly executed promissory note of not adversely affect any Lender’s rights with respect to such Note. (ii) Although the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and interest in respect thereof shall be in a maximum payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the applicable Lender Commitment Amount of the related Purchaser Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline such Note shall be dated enforceable with respect to the Effective Date and shall be in a maximum Borrower’s obligation to pay the principal thereof only to the extent of the unpaid principal amount of $10,000,000the Capital outstanding thereunder at the time such enforcement shall be sought. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. SECTION 2.1. Designation, amount, authentication and delivery of Notes. (a) Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell to the Underwriters up to U.S.$86,250,000 aggregate principal amount of its Notes. (b) The Revolver Advances made Notes shall be designated as ".% Convertible Subordinated Notes due 2006." Notes for the aggregate principal amount of Eighty-Six Million Two Hundred Fifty Thousand Dollars ($86,250,000), which amount includes the Over-Allotment Option, upon the execution of this Indenture, or from time to time thereafter, may be executed by the Lenders hereunder Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board, President or a Vice President, without any further corporate action by the Company. The aggregate principal amount of Notes authorized by this Indenture is limited to Eighty-Six Million Two Hundred Fifty Thousand Dollars ($86,250,000), which amount includes the Over-Allotment Option, and, except as provided herein, the Company shall not execute and the Trustee shall not authenticate or deliver Notes in excess of such aggregate principal amount. (c) The Notes will be issued in denominations of U.S.$1,000 and integral multiples thereof and shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto A hereto. (collectivelyd) The Notes shall contain such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be determined by the “Revolver officer of the Company executing such Notes”), as evidenced by his execution of such Notes. (e) The Company in issuing the Notes shall use CUSIP numbers, and the Trustee may use such CUSIP numbers in any notice of redemption with respect to the Notes. (f) The Notes and the Trustee's certificate of authentication, in respect thereof, shall be substantially in the forms included in Exhibits A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Swing Advances made by Company shall approve the Swingline Lender hereunder forms of the Notes and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the forms of Note attached as Exhibits A hereto shall be evidenced by a duly executed promissory note of the Borrower payable delivered in writing to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”)Trustee. The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline Each Note shall be dated the Effective Date and shall be in a maximum principal amount date of $10,000,000its authentication. (bg) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender The terms and provisions contained in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment forms of principal thereofNote shall constitute, and any such recordation shall constitute prima facie evidence are hereby expressly made, a part of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached this Indenture and, to the applicable Note shall not limit or otherwise affect extent applicable, the obligation Company and the Trustee, by their execution and delivery of the Borrower this Indenture, expressly agree to repay the Advances in accordance with their respective such terms as set forth hereinand provisions and to be bound thereby.

The Notes. (ai) The Revolver Advances made Borrower’s obligation to pay the principal of and interest on all amounts advanced by the Lenders hereunder pursuant to the Fundings shall be evidenced by a duly executed promissory variable funding note of the Borrower for each Purchaser Group (each, a “Note”) which shall: (1) be dated the Effective Date; (2) be in the stated principal amount equal to the Commitment Amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to each Managing Agent, on behalf the order of Wachovia for the account of the applicable Lenders Lender; and (5) be substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectivelyI hereto, with blanks appropriately completed in conformity herewith. The applicable Liquidity Agent shall, and is hereby authorized to, make a notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the “Revolver Notes”). The Swing Advances made by applicable Liquidity Agent shall endorse the Swingline Lender hereunder outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall be evidenced by a duly executed promissory note of not adversely affect any Lender’s rights with respect to such Note. (ii) Although the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and interest in respect thereof shall be in a maximum payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the applicable Lender Commitment Amount of the related Purchaser Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline such Note shall be dated enforceable with respect to the Effective Date and shall be in a maximum Borrower’s obligation to pay the principal thereof only to the extent of the unpaid principal amount of $10,000,000the Capital outstanding thereunder at the time such enforcement shall be sought. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Tranche A Lender's Advances made by the Lenders hereunder shall be evidenced by a duly executed single promissory note of the Borrower payable to each Managing Agent(the "Tranche A Note"), on behalf of the applicable Lenders substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectivelyC-1 hereto, the “Revolver Notes”). The Swing and each Tranche B Lender's Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed single promissory note of the Borrower payable to the Swingline Lender(a "Tranche B Note"), substantially in substantially the form of Exhibit B-2 hereto (C-2 hereto, each payable to the “Swingline Note” and collectively with order of such Lender for the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, account of its Lending Office in an amount equal to such Lender's Commitment or, if laterless, the date on which a Lender becomes party to this Agreement and shall be in a maximum aggregate unpaid principal amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completedof such Lender's Advances. The Swingline Each Note shall be dated the Effective Date date of its delivery pursuant to Section 5.1 hereof, shall have the blanks therein appropriately completed, and shall be bear interest as specified in a maximum principal amount of $10,000,000. (b) Sections 2.3, 2.4, 2.5, 2.6 and 2.7 hereof. Each Managing Agent Lender shall, and is hereby irrevocably authorized to enter on a schedule attached to its Notes by the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereofBorrower to, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation endorse on the schedule attached to its Note or on a continuation of such schedule attached to and made a part of such Note an appropriate notation evidencing the applicable Note date and amount of each Advance made by such Lender and the date and amount of each payment, prepayment or deferral of principal made by the Borrower with respect thereto. The failure so to record any such amount or any error in so recording any such amount shall not not, however, limit or otherwise affect the obligation obligations of the Borrower hereunder or under any of the Notes to repay the principal amount of all Advances in accordance thereunder together with their respective terms as set forth hereinall interest accruing thereon.

The Notes. (a) The Revolver Advances Loans made by the Lenders hereunder shall be evidenced by a one or more duly executed promissory note of the Borrower notes payable to each Managing Agentthe Persons specified by the Owners, on behalf in an aggregate Principal Amount of Loans Outstanding not to exceed the applicable Lenders in the related Lender GroupAggregate Commitment, in substantially the form of Exhibit B-1 B hereto (collectivelyeach, the a “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Each Note shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, Closing Date and shall otherwise be duly completed. The Swingline maturity date of each Note shall be dated the Effective Final Maturity Date and or such later date as to which the Administrative Agent, with the consent of each Lender, shall be notify the Borrower in a maximum principal amount of $10,000,000writing. (b) Each Managing The Administrative Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) on a schedule attached to the Note with respect to each Lender Advance made by each Lender in the applicable Lender Group: hereunder, regarding (i) the date and principal amount Principal Amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing the Administrative Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Loans in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, the Administrative Agent shall mark each Note “Paid” and return it to the Borrower.

The Notes. (a) The Revolver Advances Loans made by the Lenders hereunder shall be evidenced by a one or more duly executed promissory note notes payable to the order of the Borrower payable Persons specified by the Owners, in an aggregate principal amount equal to each Managing Agent, on behalf of the applicable Lenders in the related Lender GroupFacility Amount, in substantially the form of Exhibit B-1 B hereto (collectivelyeach, the a “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Each Note shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, Closing Date and shall otherwise be duly completed. The Swingline maturity date of each Note shall be dated the Effective 80th Payment Date and following the Termination Date or such other date as to which the Deal Agent, with the consent of each Lender, shall be notify the Borrower in a maximum principal amount of $10,000,000writing. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) on a schedule attached to the Note with respect to each Lender Advance made by each Lender in the applicable Lender Group: hereunder, regarding (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing any Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Loans in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, the Deal Agent shall ▇▇▇▇ each Note “Paid” and return it to the Borrower.

The Notes. (a) The Revolver Advances made by any Lender hereunder shall, at the Lenders hereunder shall request of such Lender, be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related such Lender Group, in substantially the form of Exhibit B-1 B hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes Note issued to a Lender shall be dated the Fifth Restatement Effective Date, or, if later, the Date or such later date on which such Person becomes a Lender becomes party to this Agreement hereunder and shall be in a maximum principal amount equal to the applicable Lender Groupsuch Lender’s Group Commitment or Maximum Advance Limit, Amount (as applicable) and shall otherwise be duly completed. The Swingline Thereafter, the Advances evidenced by a Note and interest thereon shall at all times (including after assignment permitted pursuant to Article XI) be dated represented by one or more Notes payable to the Effective Date payee named therein and shall be in a maximum principal amount of $10,000,000its registered assigns. (b) Each Managing Agent Lender is hereby authorized to enter on a schedule attached to its Notes the Note as to which it is the payee the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Groupsuch Lender: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent Lender to obtain a Note or to make any such notation on the schedule attached to the an applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Advances made by the Lenders hereunder Loan shall be evidenced by a duly executed promissory note the Notes, in the aggregate original principal amount of the Borrower payable to each Managing Agent, on behalf of Loan Amount. Each Note shall bear interest at its Applicable Interest Rate through and including the applicable Lenders Interest Accrual Period in which occurs the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectively, the “Revolver Notes”)Maturity Date. The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated subject to repayment as provided in Section 2.3 hereof, shall be entitled to the Effective Date, or, if later, the date on which a Lender becomes party to benefits of this Agreement and shall be secured by a Mortgage granting a first mortgage Lien on each Property and by certain of the other Loan Documents. (b) The Borrower shall maintain, or cause to be maintained, a register (the “Register”) at the address to which notices to the Borrower are to be sent hereunder, on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. The Notes (or, if applicable, each Note) may be independently assigned or otherwise transferred in a maximum whole or in part (including, without limitation, the sale of any participation interests in the Notes by Lender) by registration of such assignment or transfer on the Register (and the Notes shall expressly so provide). Any assignment or transfer on the Register (and the Notes evidencing the same) may be effected by registration of such assignment or transfer on the Register. At the request of Lender or any designated assignee or transferee of any of the Notes, Borrowers shall (i) issue to Lender or the designated assignee or transferee one or more new Notes in the same aggregate principal amount of the Notes (which Notes may contain components and/or subcomponents of the debt evidenced by such Notes) so assigned or transferred upon delivery to Borrowers of the Notes so assigned or transferred and (ii) reasonably cooperate with Lender in connection with Lender’s assignment of any interest in the Loan. The Register shall be available for inspection by Lender at any reasonable time upon reasonable prior notice. (c) Borrower agrees that it shall, upon request, reasonably cooperate with Lender in connection with any request by Lender to sever the Note into two (2) or more separate substitute notes in an aggregate principal amount equal to the applicable Loan Amount and to reapportion the Loan among such separate substitute notes, including, without limitation, by executing and delivering to Lender Group’s Group Advance Limitnew substitute notes to replace the Note, and shall otherwise be duly completed. The Swingline Note shall be dated the Effective Date and shall be in a maximum principal amount amendments to or replacements of $10,000,000. (b) Each Managing Agent is hereby authorized existing Loan Documents to enter on a schedule attached to its Notes the following notations (which may be computer generated) reflect such severance and/or legal opinions with respect to each Advance made by each Lender such substitute notes, amendments and/or replacements. Notwithstanding the foregoing, Borrower shall not be required to incur any post-closing costs or expenses relating to the severance of the Note, other than Borrower’s internal costs and expenses and the fees and disbursements of Borrower’s counsel with respect to the issuance of a new enforceability opinion in connection with any such substitute notes. Any such substitute notes may as among themselves be pari passu, senior and subordinate and/or otherwise have varying principal amounts and economic terms, provided, however, that, subject to the applicable Lender Group: effect of any prepayments of such substitute notes after an Event of Default, (i) the date weighted average spread applicable to the substitutes notes shall not exceed the Spread, (ii) the economics of the Loan (or severed portions thereof) and other terms of the Loan, taken as a whole, shall not be modified by such fractionalization in a manner which is in any material respect adverse to Borrower (except any increase in the weighted average spread applicable to the substitute notes that may result after prepayments of the Loan have been made after an Event of Default) and (iii) subject only to the terms of Section 2.3.2(ii) hereof regarding a Directed Paydown, all voluntary principal prepayments shall be applied ratably among the securities issued in connection with a Securitization and any other interests in the Loan held outside the Securitization. (d) Borrower agrees that, if requested by Lender prior to, or in connection with, a Securitization, the Borrower shall take all actions as are necessary to effect the “resizing” of the Loan and one or more of the Mezzanine Loans, including any new mezzanine loans that Lender requires Borrower to enter into (provided the documents evidencing and securing such new loan(s) are substantially identical in form and substance to the Mezzanine Loan Documents); and provided further that Lender is then the holder of such Mezzanine Loans and/or the Loan. In such event, Borrower and Lender agree that if the principal amount thereof of any Mezzanine Loan were to be increased (or a new mezzanine loan or loans are created) and, as a result, the principal amount of the Loan were decreased, (i) the Borrower shall cause the borrowers under the Mezzanine Loans and any such new mezzanine loan(s) to comply with its agreements to effect a “resizing”, and (ii) Lender, as holder of the applicable promissory note(s), shall on the date of the “resizing” of the Loan lend to the borrower under the applicable Mezzanine Loan(s) or new mezzanine loan(s) (by way of a reallocation of the principal amount of the Loan and the applicable Mezzanine Loan or new mezzanine loan(s)) such additional amount equal to the amount of the principal increase/reduction of the Loan provided that Borrower and applicable borrower(s) under the Mezzanine Loan(s) execute and deliver any and all necessary amendments or modifications to the Loan Documents, organizational documents (including the creation of a new mezzanine borrower or borrowers) and the applicable Mezzanine Loan Documents. In addition, Borrower and Lender agree that if the principal amount of any Mezzanine Loan were to be decreased and, as a result, the Loan Amount were increased, then (i) if “resizing” to decrease the size of the applicable Mezzanine Loan and increase the size of the Loan, each payment of them shall take all actions as are necessary to effect the “resizing” of the Loan and repayment the applicable Mezzanine Loan(s), (ii) Borrower shall cause the applicable borrower(s) under the Mezzanine Loan(s) to comply with its agreements to effect a “resizing” and (iii) Lender, as holder of the applicable promissory note(s), shall on the date of the “resizing” of the Loan lend to the Borrower (by way of a reallocation of the principal amount of the Loan and the applicable Mezzanine Loan(s) an additional amount equal to the amount of principal thereofreduction of the applicable Mezzanine Loan(s), provided that Borrower and applicable Mezzanine Borrower(s) and any new mezzanine borrowers execute and deliver any and all necessary modifications to the Loan Documents and the applicable Mezzanine Loan Documents. In connection with the foregoing, Borrower agrees, at Lender’s sole cost and expense, to execute and deliver such documents and other agreements reasonably required by Lender, as holder of the applicable promissory note(s), to “re-size” the Loan and the applicable Mezzanine Loan(s), including, without limitation, an amendment to this Agreement, the Note, the Mortgage, the other Loan Documents and the applicable Mezzanine Loan Documents, an endorsement to the Title Policy reflecting any increase in the insured amount thereunder (if applicable), an amendment to or replacement of the Rate Cap Agreement for the Loan and each applicable Mezzanine Loan which is being resized reflecting the appropriate modification to the notional amount thereunder, and an endorsement to the UCC title policies and, if applicable, mezzanine endorsements and related title letters, for each Mezzanine Loan which is being resized, reflecting the appropriate modification to the insured amount thereunder. Lender agrees to reimburse Borrower for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by Borrower in connection with any such recordation shall constitute prima facie evidence “resizing” of the accuracy Loan. Notwithstanding the foregoing, Lender agrees that any “resizing” of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note Loan shall not limit or otherwise affect change the obligation economics of the Loan and the Mezzanine Loans taken as a whole in a manner which is in any material respect adverse to Borrower to repay the Advances in accordance with their respective terms as set forth hereinor any Mezzanine Borrower.

The Notes. (ai) The Revolver Advances made Borrower’s obligation to pay the principal of and interest on all amounts advanced by the Lenders hereunder pursuant to the Fundings shall be evidenced by a duly executed promissory variable funding note of the Borrower for each Purchaser Group (each, a “Note”) which shall: (1) be dated the Effective Date; (2) be in the stated principal amount equal to the Commitment amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to each Managing the order of Wells Fargo Securities, LLC, as Deal Agent, on behalf for the account of the applicable Lenders Lender; and (5) be substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectivelyI he▇▇▇▇, with blanks appropriately completed in conformity herewith. The applicable Liquidity Agent shall, and is hereby authorized to, make a notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the “Revolver Notes”). The Swing Advances made by applicable Liquidity Agent shall endorse the Swingline Lender hereunder outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall be evidenced by a duly executed promissory note of not adversely affect any Lender’s rights with respect to such Note. (ii) Although the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and interest in respect thereof shall be in a maximum payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the applicable Lender Commitment amount of the related Purchaser Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline such Note shall be dated enforceable with respect to the Effective Date and shall be in a maximum Borrower’s obligation to pay the principal thereof only to the extent of the unpaid principal amount of $10,000,000the Capital outstanding thereunder at the time such enforcement shall be sought. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Advances made by the Lenders hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, lender in substantially the form of Exhibit B-1 hereto in the case of FUNB Advances (collectivelythe "FUNB Note"), Exhibit B-2 hereto in the case of VFCC Advances (the "VFCC Note"), and Exhibit B-3 hereto in the case of Investor Advances (the "Investor Note" and together with the FUNB Note and the VFCC Note, the “Revolver "Notes”"). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement Closing Date and shall be in a maximum principal amount equal to (i) $100,000,000 in the applicable Lender Group’s Group Advance Limitcase of the VFCC Note, (ii) $100,000,000 in the case of the Investor Note, and (iii) $10,000,000 in the case of the FUNB Note, and shall otherwise be duly completed; provided, however, that anything herein to the contrary notwithstanding, the indebtedness of the Borrower evidenced by the Notes shall not in the aggregate exceed the Facility Amount. The Swingline initial term of the Note shall will be dated the Effective Date and shall be in a maximum principal amount of $10,000,000twenty-four (24) month revolving period. (b) Each Managing The Deal Agent is hereby authorized to enter on a schedule attached to its the Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Grouphereunder: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing the Deal Agent to make any such notation on the schedule attached to the applicable Note Notes shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Advances Loans made by the Lenders hereunder shall be evidenced by a one or more duly executed promissory note of the Borrower notes payable to each Managing Agent, the Administrative Agent on behalf of the applicable Lenders Lenders, or to each Lender, in an aggregate principal amount equal to the related Lender GroupAggregate Commitment, in substantially the form of Exhibit B-1 A hereto (collectivelyeach, the a “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Each Note shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, Loan Date and shall otherwise be duly completed. The Swingline maturity date of each Note shall be dated the Effective Final Scheduled Payment Date and or such other date as to which the Administrative Agent, with the consent of each Lender, shall be notify the Borrower in a maximum principal amount of $10,000,000writing. (b) Each Managing The Administrative Agent (or, in the case a Note is issued in the name of a Lender, such Lender) is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) on a schedule attached to the Note with respect to each Lender Advance made by each Lender in the applicable Lender Group: hereunder, regarding (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of the Administrative Agent (or, in the case a Managing Agent Note is issued in the name of a Lender, such Lender) to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Loans in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, the Administrative Agent (or, in the case a Note is issued in the name of a Lender, such Lender) shall ▇▇▇▇ each Note “Paid” and return it to the Borrower.

The Notes. (ai) The Revolver Advances made Borrower’s obligation to pay the principal of and interest on all amounts advanced by the Lenders hereunder pursuant to the Fundings shall be evidenced by a duly executed promissory variable funding note of the Borrower for each Purchaser Group (each, a “Note”) which shall: (1) be dated the Effective Date; (2) be in the stated principal amount equal to the Commitment Amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to each Managing Agent, on behalf the order of W▇▇▇▇ Fargo for the account of the applicable Lenders Lender; and (5) be substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectivelyI hereto, with blanks appropriately completed in conformity herewith. The applicable Liquidity Agent shall, and is hereby authorized to, make a notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the “Revolver Notes”). The Swing Advances made by applicable Liquidity Agent shall endorse the Swingline Lender hereunder outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall be evidenced by a duly executed promissory note of not adversely affect any Lender’s rights with respect to such Note. (ii) Although the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and interest in respect thereof shall be in a maximum payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the applicable Lender Commitment Amount of the related Purchaser Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline such Note shall be dated enforceable with respect to the Effective Date and shall be in a maximum Borrower’s obligation to pay the principal thereof only to the extent of the unpaid principal amount of $10,000,000the Capital outstanding thereunder at the time such enforcement shall be sought. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (ai) The Revolver Advances made Borrower's obligation to pay the principal of and interest on all amounts advanced by the Lenders hereunder pursuant to the Fundings shall be evidenced by a duly executed promissory variable funding note of the Borrower for each Purchaser Group (each, a "Note") which shall: (1) be dated the Effective Date; (2) be in the stated principal amount equal to the Commitment Amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to each Managing Agent, on behalf the order of JPMorgan and Wachovia for the account of the applicable Lenders Lenders, and mature on February 15, 2009; and (5) be substantially in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectivelyI hereto, with blanks appropriately completed in conformity herewith. The applicable Liquidity Agent shall, and is hereby authorized to, make a notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the “Revolver Notes”). The Swing Advances made by applicable Liquidity Agent shall endorse the Swingline Lender hereunder outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall be evidenced by a duly executed promissory note of not adversely affect any Lender's rights with respect to such Note. (ii) Although the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and interest in respect thereof shall be in a maximum payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall be equal to the applicable Lender Commitment Amount of the related Purchaser Group’s Group Advance Limit, and shall otherwise be duly completed. The Swingline such Note shall be dated enforceable with respect to the Effective Date and shall be in a maximum Borrower's obligation to pay the principal thereof only to the extent of the unpaid principal amount of $10,000,000the Capital outstanding thereunder at the time such enforcement shall be sought. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Advances made by the Lenders hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, in substantially the form of Exhibit B-1 hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall be dated substantially in the Effective Dateform set forth in Exhibit B in each case with such appropriate insertions, oromissions, if later, the date on which a Lender becomes party to substitutions and other variations as are required or permitted by this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance LimitAgreement, and shall otherwise may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be duly completeddetermined by the officers executing such Notes, as evidenced by their execution of the Notes. The Swingline Each Note shall be dated is a “security” governed by Article 8 of the Effective Date and shall be in a maximum principal amount of $10,000,000UCC. (b) Each Managing Agent is hereby authorized The Notes shall be printed. (c) Advances by a Purchaser shall increase the Aggregate Outstanding Amount of the Note of such Purchaser pursuant to enter Section 2.1. Payments of principal on a schedule Note of a Purchaser shall decrease the Aggregate Outstanding Amount of such Note of such Purchaser. Each Purchaser shall make (or cause to be made) appropriate notations on its internal records or on the grid attached to its respective Note (or on a continuation of such grid attached to such Note and made a part thereof), which notations shall evidence, inter alia, the date of, the Aggregate Outstanding Amount of, and the interest rate applicable to, the Notes evidenced thereby. The notations on such internal records or on each such grid (and on each such continuation) indicating the following notations (which may be computer generated) with respect to each Advance Aggregate Outstanding Amount of the applicable Note made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation Purchaser shall constitute be prima facie evidence (absent manifest error) of the accuracy of Aggregate Outstanding Amount thereof owing and unpaid, but the information so recorded. The failure of a Managing Agent to make record any such notation on the schedule attached to the applicable Note amount, or any error therein, shall not limit or otherwise affect the obligation obligations of the Borrower Issuer hereunder or under any Note to repay the Advances make payment of principal of or interest on any such Note when due. (d) All Notes shall be substantially identical except as to maximum Commitment Limit and except as may otherwise be provided in accordance with their respective terms as set forth hereinor pursuant to this Section.

The Notes. (a) The Revolver Advances Loans made by the Lenders hereunder shall shall, at the request of any Lender, be evidenced by a one or more duly executed promissory note notes payable to the order of the Borrower payable Persons specified by the Owners, in an aggregate principal amount equal to each Managing Agent, on behalf of the applicable Lenders in the related Lender GroupFacility Amount, in substantially the form of Exhibit B-1 B hereto (collectivelyeach, the a “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Each Note shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, Second Restatement Date and shall otherwise be duly completed. The Swingline maturity date of each Note shall be dated the Effective Date and Maturity Date. Any Loans assigned to an Eligible Assignee pursuant to Section 13.01 shall be in evidenced by a maximum principal amount replacement Note payable to the order of $10,000,000such Eligible Assignee. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) on a schedule attached to the Note with respect to each Lender Advance made by each Lender in the applicable its Lender Group: Group hereunder, regarding (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, thereof and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing an Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances Loans in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, each Agent shall ▇▇▇▇ each Note for its Lender Group “Paid” and return it to the Borrower for cancellation.

The Notes. (ai) The Revolver Advances made Borrower's obligation to pay the principal of and interest on all amounts advanced by the Lenders hereunder pursuant to the Fundings shall be evidenced by a duly executed promissory variable funding note of the Borrower payable to for each Managing AgentPurchaser Group (each, on behalf of the applicable Lenders in the related Lender Group, in substantially the form of Exhibit B-1 hereto a "Note") which shall: (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, in substantially the form of Exhibit B-2 hereto (the “Swingline Note” and collectively with the Revolver Notes, the “Notes”). The Revolver Notes shall 1) be dated the Effective Closing Date, or, if later, the date on which a Lender becomes party to this Agreement and shall ; (2) be in a maximum the stated principal amount equal to the Commitment Amount for such Purchaser Group (as reflected from time to time on the grid attached thereto); (3) bear interest as provided therein; (4) be payable to the order of the related Liquidity Agent for the account of the applicable Lender Group’s Group Advance LimitLenders, and shall otherwise mature on September 20, 2009; and (5) be duly completedsubstantially in the form of Exhibit I hereto, with blanks appropriately completed in conformity herewith. The Swingline Note shall be dated the Effective Date applicable Liquidity Agent shall, and shall be in a maximum principal amount of $10,000,000. (b) Each Managing Agent is hereby authorized to enter on to, make a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to each Note of the date and the amount of the Fundings and the date and amount of the payment of principal thereon, and prior to any transfer of a Note, the applicable Liquidity Agent shall endorse the outstanding principal amount of such Note on the schedule attached thereto; provided, however, that failure to make such notation shall not adversely affect any Lender's rights with respect to such Note. (ii) Although the Notes shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which amounts are outstanding thereunder. In addition, although the stated principal amount of each Note shall not limit or otherwise affect be equal to the obligation Commitment Amount of the Borrower related Purchaser Group, such Note shall be enforceable with respect to repay the Advances in accordance with their respective terms as set forth hereinBorrower's obligation to pay the principal thereof only to the extent of the unpaid principal amount of the Capital outstanding thereunder at the time such enforcement shall be sought.

The Notes. (a) The Revolver Advances made by any Lender hereunder shall, at the Lenders hereunder shall request of such Lender, be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related such Lender Group, in substantially the form of Exhibit B-1 B hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, or in substantially the form of Exhibit B-2 hereto any promissory note as permitted prior to the Sixth Restatement Effective Date (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Any Note issued to a Lender on or after the Sixth Restatement Effective Date shall be dated the Sixth Restatement Effective Date, or, if later, the Date or such later date on which such Person becomes a Lender becomes party to this Agreement and hereunder. All Notes shall be in a maximum principal amount equal to the applicable Lender Groupsuch Lender’s Group Commitment or Maximum Advance Limit, Amount (as applicable) and shall otherwise be duly completed. The Swingline Thereafter, the Advances evidenced by a Note and interest thereon shall at all times (including after assignment permitted pursuant to Article XI) be dated represented by one or more Notes payable to the Effective Date payee named therein and shall be in a maximum principal amount of $10,000,000its registered assigns. (b) Each Managing Agent Lender is hereby authorized to enter on a schedule attached to its Notes the Note as to which it is the payee the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Groupsuch Lender: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent Lender to obtain a Note or to make any such notation on the schedule attached to the an applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) a The Revolver Advances made by any Lender hereunder shall, at the Lenders hereunder shall request of such Lender, be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related such Lender Group, in substantially the form of Exhibit B-1 B hereto (collectively, the “Revolver Notes”). The Swing Advances made by the Swingline Lender hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to the Swingline Lender, or in substantially the form of Exhibit B-2 hereto any promissory note as permitted prior to the Seventh Restatement Effective Date (the “Swingline Note” and collectively with the Revolver Notescollectively, the “Notes”). The Revolver Notes Any Note issued to a Lender on or after the Seventh Restatement Effective Date shall be dated the Seventh Restatement Effective Date, or, if later, the Date or such later date on which such Person becomes a Lender becomes party to this Agreement and hereunder. All Notes shall be in a maximum principal amount equal to the applicable Lender Groupsuch Lender’s Group Commitment or Maximum Advance Limit, Amount (as applicable) and shall otherwise be duly completed. The Swingline Thereafter, the Advances evidenced by a Note and interest thereon shall at all times (including after assignment permitted pursuant to Article XI) be dated represented by one or more Notes payable to the Effective Date payee named therein and shall be in a maximum principal amount of $10,000,000. (b) its registered assigns. b Each Managing Agent Lender is hereby authorized to enter on a schedule attached to its Notes the Note as to which it is the payee the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Groupsuch Lender: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent Lender to obtain a Note or to make any such notation on the schedule attached to the an applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

The Notes. (a) The Revolver Advances obligation of the Company to repay the unpaid principal amount of the Revolving Loans made by the Lenders hereunder each Bank and to pay interest thereon shall be evidenced by a duly executed single promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, Company (a "Revolving Note") in substantially the form attached hereto as Exhibit D, with the blanks appropriately filled. Each such Revolving Note shall be dated as of Exhibit B-1 hereto the date of this Agreement, shall bear interest as specified pursuant to Section 2.09(a) or as otherwise provided herein, and shall be payable to the order of the Bank named as payee therein in a face amount equal to the Dollar amount of such Bank's Applicable Commitment Percentage as set forth opposite its signature hereto. The Revolving Notes shall be delivered by the Company to the Agent at or prior to the closing of the first Set of Revolving Loans to be made hereunder on or after Effective Date and the Agent shall promptly forward such Revolving Notes to the respective Banks. Each Bank which is a party to the Prior Agreement, upon such receipt of its Revolving Note from the Agent, shall promptly deliver to the Agent the Revolving Note previously delivered by the Company pursuant to the Prior Agreement and the Agent shall promptly forward the same to the Company. (collectivelyb) The outstanding principal amount of each Revolving Loan evidenced by each Revolving Note from time to time, the “Revolver Notes”)Revolving Loan Maturity Date of such Revolving Loan and the rate of interest and the amount of accrued and unpaid interest payable in respect thereof shall be determined from the records of the Agent, which shall be conclusive absent manifest error. In the event the holder of a Revolving Note shall assign said Revolving Note, it shall attach thereto a schedule, which shall be verified by the Agent, setting forth the then outstanding principal amount of each Revolving Loan evidenced by such Revolving Note and the Revolving Loan Maturity Date thereof. (c) The Swing Advances obligation of the Company to repay the unpaid principal amount of any Competitive Bid Loans made by the Swingline Lender hereunder any Bank and to pay interest thereon shall be evidenced by a duly executed single promissory note of the Borrower payable to the Swingline Lender, Company (a "Competitive Bid Note") in substantially the form of attached hereto as Exhibit B-2 hereto (the “Swingline Note” and collectively C, with the Revolver Notes, the “Notes”)blanks appropriately filled. The Revolver Notes Competitive Bid Loan Note payable to each Bank shall be dated the Effective Date, or, if later, as of the date on which a Lender becomes party to of this Agreement Agreement, shall bear interest as provided in Section 2.02(n) or as otherwise provided herein, and shall be payable to the order of the Bank named as payee therein in a maximum principal face amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completedTotal Commitment. The Swingline Competitive Bid Loan Note for each Bank shall be dated delivered by the Company to the Agent at the Effective Date and the Agent shall be in a maximum promptly forward such Competitive Bid Loan Note to such Bank. Each Bank, upon such receipt of its Note from the Agent, shall promptly deliver to the Agent the Note previously delivered by the Company under this Section 2.05(c) and the Agent shall promptly forward the same to the Company. (d) The outstanding principal amount of $10,000,000. (b) Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made Competitive Bid Loan evidenced by each Lender Competitive Bid Loan Note from time to time, the Competitive Bid Loan Maturity Date of such Competitive Bid Loan and the rate of interest and the amount of accrued and unpaid interest payable in respect thereof shall be determined from the applicable Lender Group: (i) records of the date and Agent, which shall be conclusive absent clear error. In the event the holder of a Competitive Bid Loan Note shall assign said Competitive Bid Loan Note, it shall attach thereto a schedule, which shall be verified by the Agent, setting forth the then outstanding principal amount thereof of each Competitive Bid Loan evidenced by such Competitive Bid Loan Note and (ii) each payment and repayment of principal the Competitive Bid Loan Maturity Date thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.