Common use of The Notes Clause in Contracts

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Period, the currency in which such Loan is denominated, and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 C 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount and type of each Loan advanced, continued or converted by 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 Lender’s record thereof, whether shown on such its books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 new Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Warehouse Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender substantially in the form of Exhibit D-1 N-1 hereto. Each such promissory note is hereinafter referred , duly executed by Borrower, dated the date hereof, payable to as a "Revolving Note" and collectively such promissory notes are referred the order of Lender in the maximum principal amount equal to as NINE HUNDRED SEVENTY-FIVE MILLION DOLLARS (U.S. $975,000,000) (the "Revolving NotesWarehouse Loan Note"). Lender is hereby authorized to record the dates and amounts of all Warehouse Loans made by Lender to Borrower under this Agreement and the dates and amounts of all payments and prepayments of the principal of the Warehouse Loans on the schedule (and each continuation thereof) attached to and constituting part of the Warehouse Loan Note. Such recordation shall be conclusive in the absence of manifest error; provided that the failure of Lender to make any such recordation or any error in such recordation shall not affect the obligations of Borrower hereunder and/or under the Warehouse Loan Note." (b) The Swing Supplemental Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent substantially in the form of Exhibit D-2 N-2 hereto, duly executed by Borrower, dated the date hereof, payable to the order of Lender in the maximum principal amount equal to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS (U.S. $125,000,000) (the "Supplemental Loan Note" and, together with the Warehouse Loan Note, the "Notes"). Lender is hereby authorized to record the dates and amounts of all Supplemental Loans made by Lender to Borrower under this Agreement and the dates and amounts of all payments and prepayments of the principal of the Supplemental Loans on the schedule (and each continuation thereof) attached to and constituting part of the Supplemental Loan Note. Such promissory note is hereinafter referred recordation shall be conclusive in the absence of manifest error; provided that the failure of Lender to as make any such recordation or any error in such recordation shall not affect the "Swing obligations of Borrower hereunder and/or under the Supplemental Loan Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by it, all payments of principal and interest and the principal balance from time to time The 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all the Loans shall be payable as set forth in Article III hereof. Borrower shall pay interest on the outstanding principal amount of the Loans, if anyfor each day from and including the date of the making of such Loans to but excluding the date the principal amount thereof shall be paid in full, then outstanding thereonat the rates and pursuant to the terms set forth in Article III hereof.

The Notes. (a) The Revolving Loans made to the Borrower by a Each Lender shall be evidenced by a single promissory note of maintain in accordance with its usual practice an account or accounts evidencing the Borrower issued indebtedness owed to such Lender in resulting from each Loan made from time to time, including the form amounts of Exhibit D-1 hereto. Each principal and interest payable and paid to such promissory note is hereinafter referred Lender from time to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notestime under this Agreement." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent maintain accounts in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." which it will record (ci) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by it, all payments of principal and interest and the principal balance from time to time outstanding thereonmade hereunder, the type Type of such Loan, and, for any Eurodollar each Loan or Swing Loan, and the Interest Period and the interest rate applicable thereto. , (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof. (c) The record thereof, whether shown on such books entries made in the accounts maintained pursuant to paragraphs (a) and records (b) of a Lender or on a schedule to the relevant Note, this Section 2.10 shall be prima facie evidence as to all such matters(absent manifest error) of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to record maintain such accounts or any error therein shall not in any manner affect the obligations of the foregoing Borrower to repay the Loans in accordance with their terms. (d) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, so such Lender and its registered assigns). Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.7) be represented by one or more Notes payable to the order of the payee named therein (or, if such Note is a registered Note, to such payee and its registered assigns). (e) In the event a Lender receives a Note pursuant to the terms hereof, the Borrower irrevocably authorizes each Lender to make or cause to be made an appropriate notation on the schedule attached to such Lender's Note of the making of Loans or (as the case may be) the receipt of payments. The amount of the Loans set forth on such schedule shall be prima facie evidence (absent manifest error) of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such record amount on such schedule shall not limit or otherwise affect the obligation Obligations of the Borrower hereunder or under the Notes to repay all Loans made to it hereunder together with accrued make payments of principal of or interest thereon. At the 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonNotes when due.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the that Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "a “Swing Note”." (c) Each In respect of the Revolving Credit and Swing Line, each Lender shall record on its books and records or on a schedule to its appropriate Note the amount and currency and type of each Loan advanced, continued or converted by 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 Eurocurrency Loan, the Interest Period and the interest rate applicable thereto. The Lender’s record thereof, whether shown on such its books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 new Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon. (d) In respect of unpaid Reimbursement Obligations owing from the Borrower to the L/C Issuer, the L/C Issuer shall record on its books and records or on a schedule to its Letter of Credit Note the amount of each unpaid Reimbursement Obligation and all outstanding interest and fees applicable thereon. The L/C Issuer’s record thereof, whether shown on its books and records or on a schedule to the Letter of Credit Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of the L/C Issuer to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to pay all unpaid Reimbursement Obligations together with accrued interest and fees thereon. At the request of the L/C Issuer and upon the L/C Issuer tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Letter of Credit Note to the L/C Issuer to replace the outstanding Letter of Credit Note, and at such time the first notation appearing on a schedule on the reverse side of, or attached to, such new Note shall set forth the aggregate unpaid Reimbursement Obligations and interest and fees, if any, then outstanding thereon. (e) The Borrower acknowledges that the Notes are intended to evidence its Indebtedness under this Agreement.

The Notes. (a) The Revolving All Loans made by each Bank to the Borrower by a Lender hereunder shall for the sake of convenience be evidenced by a single promissory note Revolving Credit Note of the Borrower issued to such Lender substantially in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (individually, a "Revolving Note" or "Note" and collectively such promissory notes are referred to as together, the "Revolving Notes." or " (bNotes") The Swing payable to the order of such Bank, but the aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Loans made by such Bank to the Borrower pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Loans received by the Administrative Agent or on behalf of such Bank on or prior to such date of determination. Each Revolving Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, shall be delivered concurrently herewith, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSections 1.2 and 1.3 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Loan advanced, continued or converted made by it, it hereunder and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoRevolving Note all such amounts shall be recorded on a schedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a schedule to the relevant Revolving Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Loans then outstanding thereonfrom such Bank. Such Bank will cancel the outstanding Revolving Credit Note upon receipt of the new Revolving Note.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note the Revolving Notes, with all blanks appropriately completed, payable as provided therein to the Lenders. The Revolving Note shall be inscribed by the holder thereof on the schedule attached thereto and any continuation thereof with the date of the Borrower issued to such Lender in making of each Revolving Loan, the form amount of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "each Revolving Note" Loan, the applicable Rate Options and collectively such promissory notes are referred to as Interest Periods, all payments of principal, and the "Revolving Notesaggregate outstanding principal balance thereof." (b) The Swing Alternative Currency Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note the Alternative Currency Notes, with all blanks appropriately completed, payable as provided therein to the Lenders. The Alternative Currency Notes shall be inscribed by the holder thereof on the schedule attached thereto and any continuation thereof with the date of the Borrower issued to making of each Alternative Currency Loan, the Administrative Agent in amount thereof and the form applicable Interest Periods, all payments of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as principal, and the "Swing Noteaggregate outstanding principal balance thereof." (c) Each Lender The Swingline Loans shall record be evidenced by the Swingline Note, with all blanks appropriately completed, payable as provided therein to the Swingline Lender. The Swingline Note shall be inscribed by the holder thereof on its books the schedule attached thereto and records or on a schedule to its appropriate Note any continuation thereof with the date of the making of each Swingline Loan, the amount of each Loan advanced, continued or converted by it, thereof and all payments of principal and interest principal, and the aggregate principal balance from time thereof. Any such inscription on the schedules 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 records of a Lender or on a schedule to the relevant Revolving Note, Alternative Currency Note or Swingline Note made by the holder thereof shall be constitute prima facie evidence as to all such mattersof the accuracy of the information so recorded; provided, however, that the failure of any Lender or other holder to record any of the foregoing or any error in make any such record inscription shall not limit or otherwise affect the obligation obligations of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At the request of under 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 Revolving Note, and at such time the first notation appearing on a schedule on the reverse side of, Alternative Currency Note or attached to, such Swingline Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonor this Agreement.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) The Term Loan made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-3 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (d) The Administrative Agent and each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued continued, or converted by 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 records of the Administrative Agent or a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of the Administrative Agent or any Lender to record any of the foregoing or any error in any such 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 request of the Administrative Agent or any Lender and upon the Administrative Agent or 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Credit Loans made to the Borrower by a Lender shall shall, and Swing Loans may, be evidenced by the Notes. Return and cancellation of the "Notes" under the Original Agreement and issuance of initial Notes under this Agreement shall be governed by Section 27 hereof. A Revolving Credit Note shall be payable to the order of each Lender, and a single Swing Loan promissory note may, at the Swing Lender's direction, be payable to the order of the Borrower issued Swing Lender, in an aggregate principal amount equal to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred Lender's Commitment or Swing Lender's commitment to as a "Revolving Note" and collectively such promissory notes are referred to make Swing Loans, as the "case may be. The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal on such Lender's Notes, an appropriate notation on such Lender's Note Record reflecting the making of such Revolving Notes." Credit Loan, Swing Loan or (bas the case may be) the receipt of such payment. The Swing outstanding amount of the Loans made to the Borrower by the Administrative Agent set forth on such Lender's Note Record shall be evidenced by a single promissory note PRIMA FACIE evidence of the Borrower issued principal amount thereof owing and unpaid to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advancedsuch Lender, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender's Note Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. The Administrative Agent hereby agrees to provide the Borrower with a statement concerning the outstanding amount of the Loans, in reasonable detail, on a monthly basis. Although each Note shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which the Loans evidenced thereby to the Borrower are outstanding, and although the stated amount of such Notes shall be equal to the Total Commitment as of the date hereof, such Notes shall be enforceable, with respect to obligations of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At pay the request of any Lender and upon such Lender tendering principal amount thereof, only to the Borrower extent of 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthe Loans to them as of any date of determination.

The Notes. (a) The All Revolving Credit Loans made to the Borrower by a Lender each Bank hereunder shall be evidenced by a single promissory note Secured Revolving Credit Note of the Borrower issued to such Lender Company substantially in the form of Exhibit D-1 heretoA hereto (individually, a "REVOLVING NOTE" and together, the "REVOLVING NOTES") payable to the order of each Bank. The aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Revolving Credit Loans and Bid Loans made by such Bank to the Company pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Revolving Credit Loans and Bid Loans received by or on behalf of such Bank on or prior to such date of determination. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSection 1.3 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Revolving Credit Loan advancedand Bid Loan made by it hereunder, continued whether each Revolving Credit Loan is a Domestic Rate Loan, CD Rate Loan or converted by itEurodollar Loan, and, with respect to Fixed Rate Loans and Bid Loans, the interest rate and Interest Period applicable thereto, and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoRevolving Note all such amounts shall be recorded on a schedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a the schedule to the relevant Revolving Note, shall be prima facie PRIMA FACIE evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record or any mistake in recording any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Company to repay all Revolving Credit Loans and Bid Loans made to it hereunder together with accrued interest thereon. At Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall Company will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Revolving Credit Loans and Bid Loans then outstanding thereonfrom such Bank, and, with respect to each Fixed Rate Loan, the interest rate and Interest Period applicable thereto. Such Bank will cancel the outstanding Revolving Note upon receipt of the new Revolving Note.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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"." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Line Note"." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note the Notes. A Note shall be payable to the order of each Lender in an aggregate principal amount equal to such Lender’s Commitment. The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Borrower issued to Drawdown Date of any Loan or at the time of receipt of any payment of principal on such Lender in Lender’s Notes, an appropriate notation on such Lender’s Note Record reflecting the form making of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note outstanding amount of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender’s Note Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender’s Note Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. The Administrative Agent hereby agrees to provide the Borrower with a statement concerning the outstanding amount of the Loans, in reasonable detail, on a monthly basis. Although each Note shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which the Loans evidenced thereby to the Borrower are outstanding, and although the stated amount of such Notes shall be equal to the Total Commitment as of the date hereof, such Notes shall be enforceable, with respect to obligations of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At pay the request of any Lender and upon such Lender tendering principal amount thereof, only to the Borrower extent of 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthe Loans to them as of any date of determination.

The Notes. (a) The Revolving Domestic Loans made to the Borrower by a Lender shall be evidenced by a single separate promissory note notes of the Domestic Borrower issued to such Lender in substantially the form of Exhibit D-1 A-1 (a “Domestic Loan Note”) hereto, dated as of the Closing Date (or such other date on which a Lender may become a party hereto in accordance with § 3 or § 16 hereof) and completed with appropriate insertions. Each One Domestic Loan Note shall be payable to the order of each Lender in a principal amount equal to such promissory note is hereinafter referred Lender’s Commitment or, if less, the outstanding amount of all Domestic Loans made by such Lender, plus interest accrued thereon, as set forth below. The Domestic Borrower irrevocably authorizes each Lender to as a "Revolving make or cause to be made, at or about the time of the Drawdown Date of any Domestic Loan or at the time of receipt of any payment of principal on such Lender’s Domestic Loan Note" and collectively , an appropriate notation on such promissory notes are referred to Lender’s Domestic Loan Note Record reflecting the making of such Domestic Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note outstanding amount of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Domestic Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender’s Domestic Loan Note Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender’s Domestic Loan Note Record shall not limit or otherwise affect the obligation obligations of the Borrower Borrowers hereunder or under any Domestic Loan Note to repay all make payments of principal of or interest on any Domestic Loan Note when due. (b) The Canadian Loans made to it hereunder together shall be evidenced by separate promissory notes of the Borrowers in substantially the form of Exhibit A-2 (a “Canadian Loan Note”) hereto, dated as of the Closing Date (or such other date on which a Lender may become a party hereto in accordance with accrued interest thereon§ 3 or § 16 hereof) and completed with appropriate insertions. At the request of any Lender and upon such Lender tendering One Canadian Loan Note shall be payable to the Borrower order of each Lender in a principal amount equal to such Lender’s Commitment Percentage of the appropriate Note to be replacedTotal Canadian Commitment or, if less, 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 the aggregate unpaid principal amount of all LoansCanadian Loans (which shall include the U.S. Dollar Equivalent of all Canadian Loans denominated in Canadian Dollars) made by such Lender, if anyplus interest accrued thereon, then as set forth below. Each of the Borrowers irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Drawdown Date of any Canadian Loan or at the time of receipt of any payment of principal on such Lender’s Canadian Loan Note, an appropriate notation on such Lender’s Canadian Loan Note Record reflecting the making of such Canadian Loan or (as the case may be) the receipt of such payment. The outstanding thereonamount of the Canadian Loans set forth on such Lender’s Canadian Loan 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 Canadian Loan Note Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Note to make payments of principal of or interest on any Note when due.

The Notes. (a) The Revolving Loans made outstanding to the --------- Borrower from each Lender shall be evidenced by three promissory notes of the Borrower payable to such Lender in the forms of Exhibits 2.12A (Dollars), 2.12B (Pounds) and 2.12C (Canadian Dollars), respectively (each a "Revolving Note"). The Term Loans outstanding to the Borrower by a from each Lender shall be evidenced by a single promissory note of the Borrower issued payable to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as 2.12D (each a "Term Note"). The Agent Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made outstanding to the Borrower by the Administrative Agent from ABN AMRO shall be evidenced by a single promissory note of the Borrower issued payable to the Administrative Agent ABN AMRO in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as 2.12E (the "Swing Agent Note")." (cb) Each Lender holder of a Note shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by itoutstanding from it to the Borrower, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type of such Loan, Loan and, for any if a Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable thereto. The record thereofSuch record, whether shown on such the books and records of a Lender holder of a Note or on a schedule to the relevant its Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender holder to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made outstanding to it hereunder together with accrued interest thereon. At the request of any Lender holder of a Note and upon such Lender holder tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender holder to replace any outstanding Note, Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such new Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (ai) The Revolving Upon the request of any Lender made through the Agent, the Loans made to the Borrower by a such Lender shall may be evidenced by a single promissory note of the Borrower issued one or more Notes in addition to such Lender in the form of Exhibit D-1 heretoloan accounts. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record endorse on its books and records or on a schedule the schedules annexed to its appropriate Note Note(s) the date, amount and maturity of each Loan made by it and the amount of each Loan advanced, continued or converted by it, all payments payment of principal and interest and made by 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 Company with respect thereto. The Each such Lender is irrevocably authorized by the Company to endorse its Note(s) and each Lender's record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such mattersconclusive absent manifest error; provided, however, provided that the failure of any a Lender to record any of the foregoing make, or any an error in making, a notation thereon with respect to any such record Loan shall not limit or otherwise affect the obligation obligations of the Borrower to repay all Loans made to it Company hereunder together with accrued interest thereon. At the request of or under 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. (ii) All Swingline Loans shall be evidenced by a Swingline Note of the Company payable to the Agent for the account of the Swingline Lender in an amount equal to replace any outstanding Note, and at such time the first notation appearing Swingline Commitment Amount on a schedule demand. The Agent is irrevocably authorized by the Company to endorse on the reverse side ofschedules attached to the Swingline Note (and any continuations thereof) the date, amount and maturity of each Swingline Loan evidenced thereby and each payment of principal by the Company with respect thereto and such record shall be conclusive absent manifest error; provided that the failure to make, or attached toerror in making, a notation thereon with respect to any Swingline Loan shall not limit or otherwise affect the obligations of the Company hereunder or under such Swingline Note with respect to such Swingline Loan. The Agent will hold the Swingline Note and will make the Swingline Note available for inspection by the Company or any Lender during normal business hours upon prior reasonable notice to the Agent therefor. (iii) The Alternate Currency Loans with respect to a particular Alternate Currency shall set forth not be evidenced by notes unless otherwise indicated in the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonAlternate Currency Annex for such Alternate Currency.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent Swing Line Lender shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent Swing Line Lender in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 pay the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedLoan Amount or, the Borrower shall furnish a new Note to such Lender to replace any outstanding Noteif less, and at such time the first notation appearing on a schedule on the reverse side of, or attached to, such Note shall set forth the aggregate unpaid principal amount of all LoansAdvances made by Agent and Lenders hereunder, if anyplus accrued interest thereon, then outstanding thereonshall be evidenced by the Notes. In the event any of the Notes is lost, destroyed or mutilated at any time prior to payment in full of the indebtedness evidenced thereby, Borrower shall, upon certification of such loss, destruction or mutilation by the applicable Lender and such Lender's agreement to reimburse Borrower for any reasonable out-of-pocket attorneys' fees and costs related thereto, execute a new note substantially in the form of such lost, destroyed or mutilated Note and designated as a replacement note for such lost, destroyed or mutilated Note. The Notes shall not be necessary to establish the indebtedness of Borrower to Agent and Lenders on account of Advances made under this Agreement. The Notes are executed and delivered by the Borrower in consolidation, renewal and replacement of the "Notes" as defined in the Existing Loan Agreements. As part of any amendment, restatement or modification of this Agreement and the issuance of the new Notes pursuant thereto, each Lender agrees to promptly surrender its respective Note to Agent upon request therefor. With regard to the Treasury Note, Borrower shall not be permitted to draw any Advances with respect thereto unless the Lenders have unanimously agreed to increase the Total Commitment beyond the amount of the increase which Borrower is permitted to request pursuant to Section 2.4 of this Agreement, and the other conditions described in Section 2.4 with respect to such request have been satisfied.

The Notes. (a) The Revolving Loans advances of the Term Loan made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 C hereto. Each such promissory note is hereinafter referred to as a "Revolving Term Note" and collectively such promissory notes are referred to as the "Revolving Term Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Term Loan shall be evidenced by a single the promissory note of the Borrower issued to such Lender in substantially the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as A-1 hereto (the "Revolving Notes.Term Note" (b) ), dated as of the Closing Date and completed with appropriate insertions. The Swing Loans made Term Note shall be payable to the Borrower by the Administrative Agent shall be evidenced by a single promissory note order of the Borrower issued to the Administrative Agent Lender in the form principal amount equal to $50,000,000, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes the Lender to make or cause to be made, at the time of Exhibit D-2 heretoreceipt of any payment of principal on the Term Note or at any time thereafter, an appropriate notation on the Record reflecting the receipt of such payment. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the The outstanding amount of each the Term Loan advanced, continued or converted by it, all payments of principal and interest and set forth on 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 records of a Lender or on a schedule to the relevant Note, Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedthe Lender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on the Lender's Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under the Term Note to repay all make payments of principal of or interest on the Term Note when due. (b) The Revolving Credit Loans made to it hereunder together shall be evidenced by the promissory note of the Borrower in substantially the form of Exhibit A-2 hereto (the "Revolving Credit Note"), dated as of the Closing Date and completed with accrued interest thereonappropriate insertions. At the request of any Lender and upon such Lender tendering The Revolving Credit Note shall be payable to the Borrower order of the appropriate Note Lender in the principal amount equal to be replacedthe Commitment or, if less, 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 the aggregate unpaid principal amount of all LoansRevolving Credit Loans made by the Lender, if anyplus interest accrued thereon, then as set forth below. The Borrower irrevocably authorizes the 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 the Revolving Credit Note or at any time thereafter, an appropriate notation on the Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding thereonamount of the Revolving Credit Loans set forth on the Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on the Lender's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Revolving Credit Note to make payments of principal of or interest on the Revolving Credit Note when due.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note separate revolving credit notes of the Borrower issued to such Lender in substantially the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (each a "Revolving Note" "), and collectively completed with appropriate insertions and there shall also be a Note payable to the order of the Swingline Lender in the principal amount of the Swingline Commitment. One or more Notes shall be payable to the order of each Lender in an aggregate principal amount equal to such promissory notes are referred Lender's Commitment. The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Borrowing Date of any Loan or at the time of receipt of any payment of principal on such Lender's Note, an appropriate notation on such Lender's Record reflecting the making of such Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note outstanding amount of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender's Record shall (absent manifest error) be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on the Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to repay all Loans made to it hereunder together with accrued make payments of principal of or interest thereonon any Note when due. At the request Upon receipt of an affidavit of an officer of any Lender and upon such Lender tendering as to the Borrower loss, theft, destruction or mutilation of its Note or any other security document which is not of public record, and, in the appropriate Note to be replacedcase of any such loss, the Borrower shall furnish a new Note to such Lender to replace any outstanding Notetheft, and at such time the first notation appearing on a schedule on the reverse side ofdestruction or mutilation, or attached to, upon cancellation of such Note shall set forth or other security document, Borrower will issue, in lieu thereof, a replacement Note or other security document in the aggregate unpaid same principal amount thereof and otherwise of all Loans, if any, then outstanding thereonlike tenor. The Lender requesting any such replacement Note shall agree to indemnify and hold harmless Borrower from any loss or liability arising from any claims made upon the cancelled Note that was replaced by such replacement Note.

The Notes. (a) The Revolving Loans made to the Borrower Borrowers by a Lender shall be evidenced by a single promissory note of the Borrower Borrowers issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower Borrowers by the Administrative Agent shall be evidenced by a single promissory note of the Borrower Borrowers issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) The Term Loan made to the Borrowers by Lender shall be evidenced by a single promissory note of the Borrowers issued to such Lender in the form of Exhibit D-3 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes". (d) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to the Borrower Borrowers the appropriate Note to be replaced, the Borrower Borrowers 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving All Reducing Loans made to the Borrower by a Lender shall be evidenced by a single separate --------- promissory note of notes payable to the Borrower issued to such Lender Banks substantially in the form attached hereto as Exhibit A to be duly executed and delivered by the Borrower at or prior to --------- the Closing in the principal amount of Exhibit 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 Reducing Commitment (the "Revolving Reducing Notes." (b) The Swing ). All Working Capital Loans made to the Borrower by the Administrative Agent shall be evidenced by a single separate promissory note of the Borrower issued notes payable to the Administrative Agent Banks substantially in the form attached hereto as Exhibit ------- B to be duly executed and delivered by the Borrower at or prior to the Closing - in the principal amount of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the Working Capital Commitment (the "Swing Note.Working Capital Notes" ). All Term Loans shall be evidenced by separate promissory notes payable to the Banks substantially in the form attached hereto as Exhibit C to be duly --------- executed and delivered by the Borrower at or prior to the Closing in the aggregate principal amount of the Term Loans (c) Each Lender shall record the "Term Notes"). The Banks may, and are hereby authorized by the Borrower to, set forth on its books and the grids attached to the Notes, or in other comparable records or on a schedule to its appropriate Note maintained by them, the amount of each Loan advanced, continued or converted by itLoan, all payments and prepayments of principal and interest received, the current outstanding principal balance, and other appropriate information. The aggregate unpaid amount of any Loan set forth in any records maintained by a Bank with respect to a Note shall be presumptive evidence of 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 amount owing and the interest rate applicable thereto. The record thereof, whether shown unpaid on such books and records Note. Failure of a Lender or on a schedule Bank to record the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure principal amount of any Lender Loan on the grid(s) attached to record any of the foregoing or any error in any such record a Note shall not limit or otherwise affect the obligation of the Borrower hereunder or under such Note to repay all Loans made to it hereunder together with accrued interest thereon. At the 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 the aggregate unpaid principal amount of such Loan and all Loans, if any, then outstanding interest accruing thereon.

The Notes. (a) The Revolving Committed Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender Bank in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (individually, a "Revolving Committed Loan Note" and collectively such promissory notes are referred to as and, collectively, the "Revolving Committed Loan Notes"), each such Committed Loan Note to be payable to the order of the applicable Bank in the principal amount of its Commitment and otherwise in the form of Exhibit A hereto." (b) The Swing All Bid Loans made to the Borrower by the Administrative Agent a Bank shall be evidenced by a single promissory note of the Borrower issued Borrower, payable to the Administrative Agent order of such Bank and otherwise in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as B hereto (individually a "Bid Note" and collectively the "Swing NoteBid Notes")." (c) Each Lender Bank shall record on its books and records or on a schedule to its the appropriate Note the amount of each Loan advanced, continued or converted by 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 Fixed Rate Loan, the Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender Bank or on a schedule to the relevant any Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Class A Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender substantially in the form of Exhibit D-1 N-1 hereto. Each such , duly executed by Borrower, dated the date hereof, payable to the order of the Agent for the benefit of the Class A Lender in the maximum principal amount equal to five hundred million dollars (U.S. $500,000,000) (the “Class A Note”), and the Class B Loans shall be evidenced by a promissory note substantially in the form of Exhibit N-2 hereto, duly executed by Borrower, dated the date hereof, payable to the order of the Agent for the benefit of the Class B Lender in the maximum principal amount equal to sixty-five million dollars (U.S. $65,000,000) (the “Class B Note”). The Agent and each applicable Lender is hereinafter referred hereby authorized to record the dates and amounts of all Class A Loans or Class B Loans, as a "Revolving applicable, made by such Lender to Borrower under this Agreement and the dates and amounts of all payments and prepayments of the principal of the Class A Loans or Class B Loans, as applicable, on the schedule (and each continuation thereof) attached to and constituting part of the Class A Note or the Class B Note" and collectively , as applicable. Such recordation shall be conclusive in the absence of manifest error; provided that the failure of the Agent or the applicable Lender to make any such promissory notes are referred to recordation or any error in such recordation shall not affect the obligations of Borrower hereunder and/or under the Class A Note or Class B Note, as the "Revolving Notesapplicable." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all the Loans shall be payable as set forth in Article III hereof. Borrower shall pay interest on the outstanding principal amount of the Loans, if anyfor each day from and including the date of the making of such Loans to but excluding the date the principal amount thereof shall be paid in full, then outstanding thereonat the rates and pursuant to the terms set forth in Article III hereof.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each The Administrative Agent and each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued continued, or converted by 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 records of the Administrative Agent or a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of the Administrative Agent or any Lender to record any of the foregoing or any error in any such 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 request of the Administrative Agent or any Lender and upon the Administrative Agent or 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made of each Bank shall be evidenced by a Revolving Credit Note payable to the Borrower order of such Bank in an amount equal to the Revolving Credit Commitment of such Bank. (b) The Term Loans of each Bank shall be evidenced by a Lender Term Loan Note payable to the order of such Bank in an amount equal to the Term Loan Commitment of such Bank. (c) The Bid-Option Loans of each Bank shall be evidenced by a single promissory note Bid-Option Note payable to the order of such Bank in an amount equal to the Dollar Equivalent of the Borrower issued to aggregate unpaid principal amount of such Lender in the form of Exhibit 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 NotesBank's Bid-Option Loans." (bd) The Swing Alternate Currency Syndicated Loans made to the Borrower by the Administrative Agent of each Alternate Currency Bank shall be evidenced by a single promissory note Alternate Currency Syndicated Note payable to the order of such Bank in an amount equal to the Borrower issued Alternate Currency Commitment of such Bank. (e) Upon receipt of each Bank's Notes pursuant to Section 8.2, the Administrative Agent in the form of Exhibit D-2 heretoshall forward such Notes to such Bank. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and records or records, and prior to any transfer of its Notes shall endorse on the schedules forming a schedule part thereof appropriate notations to its appropriate Note evidence, the date of disbursement, amount and maturity of each Loan made by it, the interest rate and Interest Period applicable thereto and the date and amount of each Loan advanced, continued or converted by it, all payments payment of principal and interest and made by 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 Borrowers with respect thereto. The record thereof, whether shown on Any notations made by such books and records of a Lender or on a schedule to the relevant Note, Bank shall be prima facie evidence as of the matters so recorded or endorsed. Each Bank is hereby irrevocably authorized by the Borrowers to all make such matters; providedrecords, however, that the failure so to endorse schedules to its Notes and to attach to and make a part of any Lender Note a continuation of any such schedule as and when required. Failure by any Bank to record any of make such records or so to endorse the foregoing schedules to its Notes, or any error in recording or so endorsing any such record information, shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it Borrowers' liability hereunder together with accrued interest thereon. At the request of or under 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The All Revolving Credit Loans made to the Borrower by a Lender each Bank under its Revolving Credit Commitment, shall be evidenced by a single promissory note Secured Revolving Credit Note of the Borrower issued to such Lender substantially in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto individually, a "Revolving Note" and collectively such promissory notes are referred to as together, the "Revolving Notes." (b) The Swing payable to the order of each Bank in the principal amount of such Bank's Revolving Credit Commitment, but the aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Revolving Credit Loans made by such Bank to the Borrower pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Revolving Credit Loans received by the Administrative Agent or on behalf of such Bank on or prior to such date of determination. Each Revolving Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, shall be delivered concurrently herewith, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSection 1.3 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Revolving Credit Loan advancedmade by it hereunder, continued whether each Revolving Credit Loan is a Domestic Rate Loan or converted by itEurodollar Loan, and, with respect to Eurodollar Loans, the interest rate and Interest Period applicable thereto, and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, Revolving Note all such amounts shall be recorded on the Interest Period and the interest rate applicable theretoschedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a the schedule to the relevant Revolving Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record record, or any mistake in recording, any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Revolving Credit Loans made to it hereunder together with accrued interest thereon. At Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Revolving Credit Loans then outstanding thereonfrom such Bank, and, with respect to each Eurodollar Loan, the interest rate and Interest Period applicable thereto. Such Bank will cancel and deliver to the Borrower the outstanding Revolving Credit Note upon receipt of the new Revolving Credit Note.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender Bank in the form of Exhibit D-1 D 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." (b) The Term Loans made to the Borrower by a Bank shall be evidenced by a single promissory note of the Borrower issued to such Bank in the form of Exhibit E hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (c) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 F hereto. Such This promissory note is hereinafter referred to as the "Swing Line Note." (cd) Each Lender Bank shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender Bank or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving All Committed Loans made to the Borrower Company by a Lender each Bank shall be evidenced by a single promissory note of the Borrower issued Company payable to the order of such Lender Bank in the amount of its Commitment and in the form (with appropriate insertions) of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as E hereto (individually a "Revolving Committed Note" and collectively such promissory notes are referred to as the "Revolving Committed Notes." (b) The Swing ). All Bid Loans made to the Borrower Company by the Administrative Agent each Bank shall be evidenced by a single promissory note of the Borrower issued Company payable to the Administrative Agent order of such Bank in the form (with appropriate insertions) of Exhibit D-2 hereto. Such promissory note is F hereto (such notes being hereinafter referred to individually as a "Bid Note" and collectively as the "Swing Note.Bid Notes" (c) ). Each Lender Bank shall record on its books and or records or on a schedule to its appropriate applicable Note the amount of each Loan advanced, continued or converted made by itit which is to be evidenced thereby, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type thereon and in respect of such Loan, and, for any Eurodollar Loan or Swing Fixed Rate Loan, the interest rate and each Interest Period and applicable thereto and, in the interest rate applicable theretocase of Stated Rate Bid Loans, the maturity thereof provided that prior to the transfer of any Note all such amounts shall be recorded on a schedule to such Note. The record thereof, whether shown on such the books and or records of a Lender Bank or on a schedule to the relevant any Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Company to repay all Loans made to it hereunder together with accrued interest thereon. At thereon at the request of any Lender rates and upon such Lender tendering to times provided for herein and in 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonNotes.

The Notes. (a) The Revolving Committed Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender Bank in the form of Exhibit D-1 A hereto (individually, a "Committed Loan Note" and, collectively, the "Committed Loan Notes"), each such Committed Loan Note to be payable to the order of the applicable Bank in the principal amount of its Commitment and otherwise in the form of Exhibit A hereto. Each such . (b) All Bid Loans made to the Borrower by a Bank shall be evidenced by a promissory note is hereinafter referred of the Borrower, payable to as the order of such Bank and otherwise in the form of Exhibit B hereto (individually a "Revolving Bid Note" and collectively such promissory notes are referred to as the "Revolving Bid Notes")." (bc) The All Swing Loans made to the Borrower by the Administrative Agent Harr▇▇ ▇▇▇k shall be evidenced by a single promissory note of the Borrower issued (the "Swing Line Note"), the Swing Line Note to be payable to the Administrative Agent order of Harr▇▇ ▇▇▇k in the principal amount of its Swing Line Commitment and otherwise in the form of Exhibit D-2 A-1 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (cd) Each Lender Bank shall record on its books and records or on a schedule to its the appropriate Note the amount of each Loan advanced, continued or converted by 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 Fixed Rate Loan, the Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender Bank or on a schedule to the relevant any Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Term Loan made to the Borrowing Subsidiary by a Canadian Lender shall be evidenced by a single promissory note of the Borrowing Subsidiary issued to such Canadian Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (b) The Revolving Loans made to the Borrower Parent by a Lender shall be evidenced by a single promissory note of the Borrower Parent issued to such Lender in the form of Exhibit D-1 D-2 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Eurocurrency Loan, the Interest Period Period, interest rate, and the interest rate currency applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Parent or the Borrowing Subsidiary, as the case may be, to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to the Borrower Parent or the Borrowing Subsidiary, as the case may be, the appropriate Note to be replaced, the Borrower Parent or the Borrowing Subsidiary, as the case may be, 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Borrowers shall execute and deliver to each Revolving Loans made Lender that so requests, a Revolving Loan Note and to each Term Lender that so requests, a Term Loan Note to evidence the Borrower by a Lender Commitment of that Lender. Each Revolving Loan Note shall be evidenced by a single promissory note in the principal amount of the Borrower issued Revolving Loan Commitment Amount of the applicable Lender, dated the Closing Date, stated to such Lender mature on the Revolving Loan Commitment Termination Date and substantially in the form of Exhibit D-1 heretoE-1. The Revolving Loan Notes also evidence the Existing Loans that are Revolving Loans. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent Term Loan Note shall be evidenced by a single promissory note in the principal amount of the Borrower issued Term Loan Commitment Amount of the applicable Term Lender, dated the Closing Date, stated to mature on the Administrative Agent Term Loan Termination Date and substantially in the form of Exhibit D-2 heretoE-2. Such promissory note is hereinafter referred The Term Loan Notes also evidence the Existing Loans that are Term Loans. The Notes payable to as the "Swing Note." (c) Each a Lender shall record on its books and records or on a schedule represent the obligation of the Borrowers to its appropriate Note pay the amount of each Lender’s Revolving Loan advancedCommitment Amount or Term Loan Commitment Amount or, continued or converted by it, all payments of principal and interest and the principal balance from time to time outstanding thereonif less, the type applicable Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Loans to the Borrowers and Letter of Credit Obligations incurred by such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the Lender together with interest rate applicable theretothereon as prescribed in Section 2.05. The Administrative Agent is hereby authorized by each Borrower to record thereofin the Register the date and amount of each Loan made to such Borrower, whether shown as applicable, and to record therein the date and amount of each payment on each Loan made to such books Borrower, and records such recordations shall be conclusive evidence against such Borrower of a Lender or on a schedule the amounts owing to the relevant Note, shall be prima facie evidence as Lenders with respect to all such mattersthe Loans in the absence of manifest error; provided, however, that the failure of the Administrative Agent to register any Lender to record any of the foregoing or any error such information on such schedule shall not in any such record shall not limit or otherwise manner affect the obligation of the such Borrower to repay all the Loans made to it hereunder together such Borrower in accordance with accrued interest thereon. At the request terms 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthis Agreement.

The Notes. (a) The Revolving Loans made to the a Borrower by a Lender shall be evidenced by a single promissory note of the such Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower Company by the Administrative Agent shall be evidenced by a single promissory note of the Borrower Company issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Eurocurrency Loan or Swing Loan, the Interest Period Period, currency and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the a Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to the a Borrower the appropriate Note to be replaced, the such 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving All Term Loans made to the Borrower by a Lender each Bank hereunder shall be evidenced by a single promissory note Secured Term Credit Note of the Borrower issued to such Lender Company substantially in the form of Exhibit D-1 heretoA hereto (individually, a "TERM NOTE" and together, the "TERM NOTES") payable to the order of each Bank in the principal amount of such Bank's Term Credit Commitment, but the aggregate principal amount of indebtedness evidenced by such Term Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Term Loans made by such Bank to the Company pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Term Loans received by or on behalf of such Bank on or prior to such date of determination. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent Term Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, shall be delivered concurrently herewith, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSection 1.3 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Term Note the amount of each Term Loan advancedmade by it hereunder, continued or converted by itand, with respect to Eurodollar Portions, the interest rate and Interest Period applicable thereto, and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoTerm Note all such amounts shall be recorded on a schedule to such Term Note. The record thereof, whether shown on such books and or records of a Lender or on a the schedule to the relevant Term Note, shall be prima facie PRIMA FACIE evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record or any mistake in recording any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Company to repay all Term Loans made to it hereunder together with accrued interest thereon. At Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall Company will furnish a new Term Note to such Lender Bank to replace any its outstanding Note, Term Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Term Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Term Loans then outstanding thereonfrom such Bank, and, with respect to each Fixed Rate Portion, the interest rate and Interest Period applicable thereto. Such Bank will cancel the outstanding Term Note upon receipt of the new Term Note.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 D hereto. Each such promissory note is hereinafter referred to as a "Revolving NoteREVOLVING NOTE" and collectively such promissory notes are referred to as the "Revolving NotesREVOLVING NOTES." (b) The Swing Loans Term Loan made to the Borrower by the Administrative Agent a Lender shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent such Lender in the form of Exhibit D-2 E hereto. Each such promissory note is hereinafter referred to as a "TERM NOTE" and collectively such promissory notes are referred to as the "TERM NOTES." (c) The Bridge Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit F hereto. Such promissory note is hereinafter referred to as the "Swing NoteBRIDGE NOTE." (cd) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie PRIMA FACIE evidence as to all such matters; providedPROVIDED, howeverHOWEVER, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower Borrowers, or any of them, by a Lender shall be evidenced by a single promissory note of the Borrower issued Borrowers issued, jointly and severally, to such Lender in the form of Exhibit 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." (b) The Swing Loans made to the Borrower Borrowers, or any of them, by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by it, the Borrower to whom such Loan was made, 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 currency in which such Loan is denominated, the Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant its Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to RCI, on behalf of the Borrower Borrowers, the appropriate Note to be replaced, the Borrower Borrowers shall furnish a new Note to such Lender to replace any its 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall shall, absent manifest error, be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Loan shall be evidenced by a single separate promissory note notes --------- of the Borrower issued to such Lender in substantially the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (each a "Revolving Note" "), ------- - ---- dated the Closing Date (or such other date on which a Lender may become a party hereto in accordance with (S)10 hereof) and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made completed with appropriate insertions. One Note shall be payable to the Borrower by the Administrative Agent shall be evidenced by order of each Lender in a single promissory note principal amount equal to such Lender's Commitment Percentage of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books Loan and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect representing the obligation of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At the 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 pay to such Lender to replace any such principal amount or, if less, the outstanding Noteamount of such Lender's Commitment Percentage of the Loan, and at such time the first notation appearing on a schedule on the reverse side ofplus interest accrued thereon, or attached to, such Note shall as set forth below. The Borrower irrevocably authorizes each Lender to make or cause to be made a notation on such Lender's Record reflecting the aggregate unpaid original principal amount of all Loanssuch Lender's Commitment Percentage of the Loan and, if anyat or about the time of such Lender's receipt of any principal payment on such Lender's Note, then outstanding thereonan appropriate notation on such Lender's Record reflecting such payment. The aggregate unpaid amount set forth on such Lender's 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 Record shall not affect the obligations of the Borrower hereunder or under any Note to make payments of principal of and interest on any Note when due.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender Bank in the form of Exhibit D-1 D 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." (b) The Term Loans made to the Borrower by a Bank shall be evidenced by a single promissory note of the Borrower issued to such Bank in the form of Exhibit E hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (c) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 F hereto. Such This promissory note is hereinafter referred to as the "Swing Line Note." (cd) Each Lender Bank shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender Bank or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon. (e) As soon as practicable, but in no event later than one (1) Business Day after prior written notice from the Borrower to a Bank, such Bank shall provide to the Borrower a written payoff letter from such Bank setting forth the amount required to pay the Notes in full as of the date or dates requested by the Borrower and any other amounts due by the Borrower hereunder (with a per diem amount owing thereafter).

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 attached 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 attached hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall shall, absent manifest error, be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving All Loans made by each Bank to the Borrower by a Lender Borrowers hereunder shall be evidenced by a single promissory note Revolving Credit Note of the Borrower issued to such Lender Borrowers, jointly and severally, substantially in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (individually, a "Revolving Note" or "Note" and collectively such promissory notes are referred to as together, the "Revolving Notes." or " (bNotes") The Swing payable to the order of such Bank, but the aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Loans made by such Bank to the Borrower Borrowers pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Loans received by the Administrative Agent or on behalf of such Bank on or prior to such date of determination. Each Revolving Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, shall be delivered concurrently herewith, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSections 1.3 and 2 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Loan advanced, continued or converted made by it, it hereunder and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoRevolving Note all such amounts shall be recorded on a schedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a schedule to the relevant Revolving Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the joint and several obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall Borrowers will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Loans then outstanding thereonfrom such Bank. Such Bank will cancel the outstanding Revolving Credit Note upon receipt of the new Revolving Note.

The Notes. (a) The Revolving Loans Term Loan made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (b) The Revolving Loans, including without limitation the Fixed Rate Loan, made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-2 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving At the request of any Lender, the Loans made owed to the Borrower by a such Lender shall be evidenced by a single separate promissory note of the Borrower issued to such Lender Borrowers in substantially the form of Exhibit D-1 heretoB-1 hereto (each a “Revolving Credit Note”), dated as of the Effective Date (or such other date on which a Lender may become a party hereto in accordance with §15 hereof) and completed with appropriate insertions. Each One Revolving Credit Note shall be payable to the order of each Lender in a principal amount equal to such promissory note is hereinafter referred Lender’s Commitment, plus interest accrued thereon, as set forth below. The Borrowers irrevocably authorize each Lender to as a "make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal on such Lender’s Revolving Credit Note" and collectively , an appropriate notation on such promissory notes are referred to Lender’s Revolving Credit Note Record reflecting the making of such Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note outstanding amount of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender’s Revolving Credit Note Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender’s Revolving Credit Note Record shall not limit or otherwise affect the obligation obligations of the Borrowers hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Loan when due. (b) The Swing Line Loans shall be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit B-2 hereto (the “Swing Line Note”), dated as of the Effective Date and completed with appropriate insertions. One Swing Line Note shall be payable to the order of the Swing Line Lender in a principal amount equal to $20,000,000, plus interest accrued thereon, as set forth below. Each Borrower irrevocably authorizes and requests the Swing Line Lender to repay all Loans made make or cause to it hereunder together with accrued interest thereon. At be made, at or about the request time of the Drawdown Date of any Lender Swing Line Loan or at the time of receipt of any payment of principal on the Swing Line Lender’s Swing Line Note, an appropriate notation on such Record reflecting the making of such Swing Line Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Line Loans set forth on the Swing Line Lender’s Record or any other loan account maintained by the Administrative Agent shall be prima facie evidence of the principal amount thereof owing and upon such Lender tendering unpaid to the Borrower Swing Line Lender, but the appropriate failure to record, or any error in so recording, any such amount on the Swing Line Lender’s Record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under the Swing Line 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 make payments of principal of or interest on the reverse side of, or attached to, such Swing Line Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonwhen due.

The Notes. (a) The Revolving Loans Term Loan made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Revolving “Term Note" ” and collectively such promissory notes are referred to as the "“Term Notes.” (b) The Capital Expansion Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-2 hereto. Each such promissory note is hereinafter referred to as a “Capital Expansion Note” and collectively such promissory notes are referred to as the “Capital Expansion Notes.” (c) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-3 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."” (bd) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 D-4 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (ce) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Eurocurrency Loan or Swing Loan, the Interest Period Period, the currency in which such Loan is denominated, and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Borrowers shall execute and deliver --------- to each Revolving Loans made Lender that so requests, a Revolving Loan Note and to each Term Lender that so requests, a Term Loan Note to evidence the Borrower by a Lender Commitment of that Lender. Each Revolving Loan Note shall be evidenced by a single promissory note in the principal amount of the Borrower issued Revolving Loan Commitment Amount of the applicable Lender, dated the Closing Date, stated to such Lender mature on the Revolving Loan Commitment Termination Date and substantially in the form of Exhibit D-1 heretoE-1. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent Term Loan Note shall be evidenced by a single promissory note in the ----------- principal amount of the Borrower issued Term Loan Commitment Amount of the applicable Term Lender, dated the Closing Date, stated to mature on the Administrative Agent Term Loan Termination Date and substantially in the form of Exhibit D-2 heretoE-2. Such promissory note is hereinafter referred The Term Loan Notes also ----------- evidence the Existing Loans. The Notes payable to as the "Swing Note." (c) Each a Lender shall record on its books and records or on a schedule represent the obligation of the Borrowers to its appropriate Note pay the amount of each Lender's Revolving Loan advancedCommitment Amount or Term Loan Commitment Amount or, continued or converted by it, all payments of principal and interest and the principal balance from time to time outstanding thereonif less, the type applicable Lender's Pro Rata Share of the aggregate unpaid principal amount of all Loans to the Borrowers and Letter of Credit Obligations incurred by such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the Lender together with interest rate applicable theretothereon as prescribed in Section 2.05. The Administrative Agent is ------------ hereby authorized by each Borrower to record thereofin the Register the date and amount of each Loan made to such Borrower, whether shown as applicable, and to record therein the date and amount of each payment on each Loan made to such books Borrower, and records such recordations shall be conclusive evidence against such Borrower of a Lender or on a schedule the amounts owing to the relevant Note, shall be prima facie evidence as Lenders with respect to all such mattersthe Loans in the absence of manifest error; provided, however, that the failure of the Administrative Agent to register any Lender to record any of the foregoing or any error such information on such schedule shall not in any such record shall not limit or otherwise manner affect the obligation of the such Borrower to repay all the Loans made to it hereunder together such Borrower in accordance with accrued interest thereon. At the request terms 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthis Agreement.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 C-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."” (b) The Swing Swingline Loans made to the Borrower by the Administrative Agent Swingline Lender shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent Swingline Lender in the form of Exhibit D-2 C-2 hereto. Such promissory note is hereinafter referred to as the "Swing “Swingline Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made On the basis of the representations, warranties, agreements and covenants herein contained and subject to the Borrower terms and conditions herein set forth, the Issuer agrees to sell to the Selling Group Members, and each Selling Group Member agrees to purchase from the Issuer, on the Closing Date, the Notes in the principal amount set forth on Schedule I hereto opposite the name of such Selling Group Member. The Series 2013-1 Notes are to be purchased by the Selling Group Members at a Lender purchase price equal to 99.99322% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors, which Notes shall be evidenced by a single promissory note of issued as Definitive Notes, the Borrower Notes shall be Book-Entry Notes, and shall be issued to Cede & Co., as nominee of The Depository Trust Company. The delivery of and payment for the Notes shall be made at the offices of SNR ▇▇▇▇▇▇ US LLP, at 10:00 a.m., New York time on March 28, 2013 or at such Lender in other place, time or date as the form Selling Group Members and the Issuer may agree upon, such time and date of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are delivery against payment being herein referred to as the "Revolving Notes“Closing Date”. The Issuer shall make copies of the Notes available for review by the Selling Group Members at the offices of the Selling Group Members at least 24 hours prior to the Closing Date. The purchase price of the Notes paid by the Selling Group Members shall be remitted by wire transfer to the Indenture Trustee and applied in accordance with Section 6(a)(v) hereof. The terms of the Notes are more fully set forth in the Offering Memorandum and in the Series 2013-1 Related Documents (provided, that in no event shall the Offering Memorandum be deemed to constitute a Series 2013-1 Related Document or shall the terms and conditions described in the Offering Memorandum be binding upon the Issuer or any party to any Series 2013-1 Related Document, except to the extent consistent with and expressly set forth in a Series 2013-1 Related Document)." (b) The Swing Loans made Notes are to be issued under the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing NoteSeries 2013-1 Supplement." (c) Each Lender The Notes shall record on its books be offered and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule sold to the relevant NoteSelling Group Members without being registered under the Act, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 reliance on a schedule on the reverse side of, or attached to, such Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonexemptions thereunder.

The Notes. (a) The Revolving Term Loans made to the Borrower Borrowers by a Lender shall be evidenced by a single promissory note of the Borrower issued Borrowers issued, jointly and severally, to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (b) The Revolving Loans made to the Borrowers, or any of them, by a Lender shall be evidenced by a single promissory note of the Borrowers issued, jointly and severally, to such Lender in the form of Exhibit D-2 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." (bc) The Swing Loans made to the Borrower Borrowers, or any of them, by the Administrative Agent shall be evidenced by a single promissory note of the Borrower Borrowers issued to the Administrative Agent in the form of Exhibit D-2 D-3 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (cd) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by it, the Borrower to whom such Loan was made, 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, Swing Loan or Swing Fixed Rate Loan, the Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant its Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to RC2 Brands, on behalf of the Borrower Borrowers, the appropriate Note to be replaced, the Borrower Borrowers shall furnish a new Note to such Lender to replace any its 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Note."” (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Syndicated Loans made to the Borrower by a Lender shall be evidenced by a single separate promissory note notes of the Borrower issued to such Lender in substantially the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as EXHIBIT E-1 attached hereto (each a "Revolving Syndicated Note" "), dated as of the Closing Date and collectively completed with appropriate insertions. A Syndicated Note shall be payable to the order of each Bank in a principal amount equal to such promissory notes are referred Bank's Commitment Amount or, if less, the outstanding amount of all Syndicated Loans made by such Bank, PLUS interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make, at or about the time of the Drawdown Date of any Syndicated Loan or at the time of receipt of any payment of principal on such Bank's Syndicated Note, an appropriate notation on the Record attached to such Bank's Syndicated Note reflecting the making of such Syndicated Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing outstanding amount of the Syndicated Loans made to the Borrower by the Administrative Agent set forth on such Bank's Record shall be evidenced by a single promissory note PRIMA FACIE evidence of the Borrower issued principal amount thereof owing and unpaid to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advancedsuch Bank, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Bank's Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Syndicated Note to repay make payments of principal of or interest on any Syndicated Note when due. (b) The Competitive Bid Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of EXHIBIT E-2 attached hereto (each a "Competitive Bid Note"), dated as of the Closing Date and completed with appropriate insertions. A Competitive Bid Note shall be payable to the order of each Bank in a principal amount equal to the Total Commitment or, if less, the outstanding amount of all Competitive Bid Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon by such Lender tendering Bank to the Borrower hereunder, as set forth in ss.2.3 hereof, PLUS interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make, at or about the time of the Drawdown Date of any Competitive Bid Loan made by such Bank or at the time of receipt of the payment of principal of such Competitive Bid Loan, an appropriate notation on the Record attached to such Bank's Competitive Bid Note reflecting the making of such Competitive Bid Loan and repayments thereof. All such notations shall constitute PRIMA FACIE evidence of the amount of such Competitive Bid Loans and the repayments thereof, but the failure to record, or any error in so recording such amount on such Bank's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Competitive Bid Note to be replaced, the Borrower shall furnish a new make payments of principal or interest on any Competitive Bid 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonwhen due.

The Notes. (a) The Revolving All Loans made by each Bank to the Borrower by a Lender hereunder shall be evidenced by a single promissory note Revolving Credit Note of the Borrower issued to such Lender substantially in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (individually, a "Revolving Note" or "Note" and collectively such promissory notes are referred to as together, the "Revolving Notes." or " (bNotes") The Swing payable to the order of such Bank, but the aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Loans made by such Bank to the Borrower pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Loans received by the Administrative Agent or on behalf of such Bank on or prior to such date of determination. Each Revolving Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, shall be delivered concurrently herewith, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSections 1.2, 1.3 and 2 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Loan advanced, continued or converted made by it, it hereunder and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoRevolving Note all such amounts shall be recorded on a schedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a schedule to the relevant Revolving Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Loans then outstanding thereonfrom such Bank. Such Bank will cancel the outstanding Revolving Credit Note upon receipt of the new Revolving Note.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Bank to a Borrower shall be evidenced by a single promissory note of the such Borrower issued to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as B hereto (each a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made ). Each such Note shall be dated the date of issuance, shall be payable to the Borrower by the Administrative Agent shall be evidenced by a single promissory note order of the Borrower issued relevant Bank in the principal amount of its Commitment to the Administrative Agent such Borrower, and shall otherwise be in the form of Exhibit D-2 B hereto. Such promissory note is hereinafter referred to as the "Swing Note." (cb) Each Lender Bank shall record on its books and records or on a schedule to its the appropriate Borrower's Note the amount of each Loan advancedmade by it to the Borrower, continued or converted by itthe Interest Period thereof, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type of such Loan and, if a Eurodollar Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable thereto; provided that prior to the transfer of any Note all such amounts shall be recorded on a schedule to such Note. The record thereof, whether shown on such books and records of a Lender Bank or on a schedule to the relevant any Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the each Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender Bank and upon such Lender Bank tendering to the either Borrower the appropriate Note to be replaced, the such Borrower shall furnish a new Note to such Lender Bank to replace any outstanding Note, Note issued by it and at such time the first notation appearing on a schedule on the reverse side of, or attached to, such Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as B hereto (each a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made ). Each such Note shall be dated the date of issuance, shall be payable to the Borrower by the Administrative Agent shall be evidenced by a single promissory note order of the Borrower issued to relevant Bank in the Administrative Agent principal amount of its Commitment, and shall otherwise be in the form of Exhibit D-2 B hereto. Such promissory note is hereinafter referred to as the "Swing Note." (cb) Each Lender Bank shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advancedmade by it to the Borrower, continued or converted by itthe Interest Period thereof, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type of such Loan and, if a Eurodollar Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable thereto; provided that prior to the transfer of any Note all such amounts shall be recorded on a schedule to such Note. The record thereof, whether shown on such books and records of a Lender Bank or on a schedule to the relevant any Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank to replace any outstanding Note, Note issued by it and at such time the first notation appearing on a schedule on the reverse side of, or attached to, such Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Unless any Lender elects not to receive a Note, the Revolving Credit Loans made to the Borrower by a Lender and Term Loans shall be evidenced by a single promissory note the Notes. Return and cancellation of the Borrower issued “Notes” under the 2013 Agreement and issuance of initial Notes under this Agreement shall be governed by §27 hereof. A Revolving Credit Note shall be payable to such the order of each Revolving Credit Lender in the form amount of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as its Revolving Credit Commitment and a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent Term Note shall be evidenced by a single promissory note of the Borrower issued payable to the Administrative Agent each Term Lender in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of its Term Commitment. The Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the time of the Drawdown Date of any Loan advanced, continued or converted by it, all payments at the time of receipt of any payment of principal and interest and on such Lender’s Notes, an appropriate notation on such Lender’s Note Record reflecting the principal balance from time to time outstanding thereon, the type making of such Revolving Credit Loan, and, for any Eurodollar Term Loan or Swing Loan, (as the Interest Period and case may be) the interest rate applicable theretoreceipt of such payment. The record thereof, whether shown outstanding amount of the Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender’s Note Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender’s Note Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. The Administrative Agent hereby agrees to provide the Borrower with a statement concerning the outstanding amount of the Loans, in reasonable detail, on a monthly basis. Although each Note shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which the Loans evidenced thereby to the Borrower are outstanding, and although the stated amount of such Notes shall be equal to the applicable Commitment as of the date hereof, such Notes shall be enforceable, with respect to obligations of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At pay the request of any Lender and upon such Lender tendering principal amount thereof, only to the Borrower extent of 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthe Loans to them as of any date of determination.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note the Revolving Notes, with all blanks appropriately completed, payable as provided therein to the Lenders. The Revolving Note may be inscribed by the holder thereof on the schedule attached thereto and any continuation thereof with the date of the Borrower issued to such Lender in making of each Revolving Loan, the form amount of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "each Revolving Note" Loan, the applicable Rate Options and collectively such promissory notes are referred to as Interest Periods, all payments of principal, and the "Revolving Notesaggregate outstanding principal balance thereof." (b) The Swing Alternative Currency Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note the Alternative Currency Notes, with all blanks appropriately completed, payable as provided therein to the Lenders. The Alternative Currency Notes may be inscribed by the holder thereof on the schedule attached thereto and any continuation thereof with the date of the Borrower issued to making of each Alternative Currency Loan, the Administrative Agent in amount thereof and the form applicable Interest Periods, all payments of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as principal, and the "Swing Noteaggregate outstanding principal balance thereof." (c) Each Lender The Swingline Loans shall record be evidenced by the Swingline Note, with all blanks appropriately completed, payable as provided therein to the Swingline Lender. The Swingline Note may be inscribed by the holder thereof on its books the schedule attached thereto and records or on a schedule to its appropriate Note any continuation thereof with the date of the making of each Swingline Loan, the amount of each Loan advanced, continued or converted by it, thereof and all payments of principal and interest principal, and the aggregate principal balance from time thereof. Any such inscription on the schedules 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 records of a Lender or on a schedule to the relevant Revolving Note, Alternative Currency Note or Swingline Note made by the holder thereof shall be constitute prima facie evidence as to all such mattersof the accuracy of the information so recorded; provided, however, that the failure of any Lender or other holder to record make any such inscription shall not affect the obligations of the foregoing or Borrowers under any error in any such 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 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 Revolving Note, and at such time the first notation appearing on a schedule on the reverse side of, Alternative Currency Note or attached to, such Swingline Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonor this Agreement.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit 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”." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "“Swing Line Note”." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Credit Loans made to the Borrower by a Lender shall shall, and Swing Loans may, be evidenced by the Notes. Return and cancellation of the “Notes” under the 2002 Agreement and issuance of initial Notes under this Agreement shall be governed by §27 hereof. A Revolving Credit Note shall be payable to the order of each Lender, and a single Swing Loan promissory note may, at the Swing Lender’s direction, be payable to the order of the Borrower issued Swing Lender, in an aggregate principal amount equal to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred Lender’s Commitment or Swing Lender’s commitment to as a "Revolving Note" and collectively such promissory notes are referred to make Swing Loans, as the "Revolving Notes." (b) case may be. The Swing Loans made Borrower irrevocably authorizes each Lender to make or cause to be made, at or about the Borrower by the Administrative Agent shall be evidenced by a single promissory note time of the Borrower issued to Drawdown Date of any Loan or at the Administrative Agent in time of receipt of any payment of principal on such Lender’s Notes, an appropriate notation on such Lender’s Note Record reflecting the form making of Exhibit D-2 hereto. Such promissory note is hereinafter referred to such Revolving Credit Loan, Swing Loan or (as the "Swing Note." (ccase may be) Each Lender shall record on its books and records or on a schedule to its appropriate Note the receipt of such payment. The outstanding amount of each Loan advanced, continued or converted by 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 Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender’s Note Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender’s Note Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. The Administrative Agent hereby agrees to provide the Borrower with a statement concerning the outstanding amount of the Loans, in reasonable detail, on a monthly basis. Although each Note shall be dated the Closing Date, interest in respect thereof shall be payable only for the periods during which the Loans evidenced thereby to the Borrower are outstanding, and although the stated amount of such Notes shall be equal to the Total Commitment as of the date hereof, such Notes shall be enforceable, with respect to obligations of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At pay the request of any Lender and upon such Lender tendering principal amount thereof, only to the Borrower extent of 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthe Loans to them as of any date of determination.

The Notes. (a) The Revolving Loans made to the Borrower Borrowers by a Lender shall be evidenced by a single promissory note of the Borrower Borrowers issued to such Lender in the form of Exhibit D-1 C 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."” (b) The Swing Loans made At the request of any Lender and upon such Lender tendering to the Borrower by Borrowers the Administrative Agent appropriate Revolving Note to be replaced, the Borrowers shall furnish a new Revolving Note to such Lender to replace any outstanding Revolving Note. (c) The Swingline Lender may request that the Swingline Loans be evidenced by a single promissory note of the Borrower Borrowers issued to the Administrative Agent Swingline Lender in the a form of comparable to Exhibit D-2 C hereto. Such Each such promissory note is hereinafter referred to as a “Swingline Note” and collectively such promissory notes are referred to as the "Swing “Swingline Notes”. In such event the Borrowers shall prepare, execute and deliver to the Swingline Lender a Swingline Note in a form supplied by the Administrative Agent. In the absence of any such Swingline Note, the Swingline Loans shall be evidenced by the books and records of the Swingline Lender as provided in Section 1.11(d) below." (cd) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At the 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The All Revolving Credit Loans made by each Bank to the Borrower by a Lender Company hereunder shall be evidenced by a single promissory note Secured Revolving Credit Note of the Borrower issued to such Lender Company substantially in the form of Exhibit D-1 hereto. Each A-1 hereto payable to the order of such promissory note is hereinafter referred to as a "Bank and all Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Credit Loans made by each Bank to the a Foreign Borrower by the Administrative Agent hereunder shall be evidenced by a single promissory note Secured Revolving Credit Note of the Borrower issued to the Administrative Agent Borrowers substantially in the form of Exhibit D-2 heretoA-2 hereto payable to the order of such Bank (individually, a “Revolving Note” and together, the “Revolving Notes”). Such promissory note The aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is hereinafter referred to be determined by, the aggregate principal amount of all Revolving Credit Loans and Bid Loans made by such Bank to the Company or the Foreign Borrowers, as the "Swing Note." (c) case may be, pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Revolving Credit Loans and Bid Loans received by or on behalf of such Bank on or prior to such date of determination. Each Lender Revolving Note shall be dated as of the execution date of this Agreement, and shall be expressed to mature on the Termination Date and to bear interest as provided in Section 1.3 hereof. Each Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Revolving Credit Loan advancedand Bid Loan made by it hereunder, continued whether each Revolving Credit Loan is a Domestic Rate Loan or converted by itEurodollar Loan, and, with respect to Eurodollar Loans and Bid Loans, the interest rate and Interest Period applicable thereto, and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoRevolving Note all such amounts shall be recorded on a schedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a the schedule to the relevant Revolving Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record or any mistake in recording any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Revolving Credit Loans and Bid Loans made to it hereunder together with accrued interest thereon. At Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall Borrowers will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note or Revolving Notes and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Revolving Credit Loans and Bid Loans then outstanding thereonfrom such Bank, and, with respect to each Fixed Rate Loan, the interest rate and Interest Period applicable thereto. Such Bank will cancel the outstanding Revolving Note upon receipt of the new Revolving Note.

The Notes. (a) The Revolving Term Loans made to the Borrower Borrowers by a Lender shall be evidenced by a single promissory note of the Borrower issued Borrowers issued, jointly and severally, to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (b) The Revolving Loans made to the Borrowers, or any of them, by a Lender shall be evidenced by a single promissory note of the Borrowers issued, jointly and severally, to such Lender in the form of Exhibit D-2 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." (bc) The Swing Loans made to the Borrower Borrowers, or any of them, by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 D-3 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (cd) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by it, the Borrower to whom such Loan was made, 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, Swing Loan or Swing Fixed Rate Loan, the Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant its Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to RCE, on behalf of the Borrower Borrowers, the appropriate Note to be replaced, the Borrower Borrowers shall furnish a new Note to such Lender to replace any its 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note the Revolving Notes, with all blanks appropriately completed, payable as provided therein to the Lenders. The Revolving Note shall be inscribed by the holder thereof on the schedule attached thereto and any continuation thereof with the date of the Borrower issued to such Lender in making of each Revolving Loan, the form amount of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "each Revolving Note" Loan, the applicable Rate Options and collectively such promissory notes are referred to as Interest Periods, all payments of principal, and the "Revolving Notesaggregate outstanding principal balance thereof." (b) The Swing Alternative Currency Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note the Alternative Currency Notes, with all blanks appropriately completed, payable as provided therein to the Lenders. The Alternative Currency Notes shall be inscribed by the holder thereof on the schedule attached thereto and any continuation thereof with the date of the Borrower issued to making of each Alternative Currency Loan, the Administrative Agent in amount thereof and the form applicable Interest Periods, all payments of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as principal, and the "Swing Noteaggregate outstanding principal balance thereof." (c) Each Lender The Swingline Loans shall record be evidenced by the Swingline Note, with all blanks appropriately completed, payable as provided therein to the Swingline Lender. The Swingline Note shall be inscribed by the holder thereof on its books the schedule attached thereto and records or on a schedule to its appropriate Note any continuation thereof with the date of the making of each Swingline Loan, the amount of each Loan advanced, continued or converted by it, thereof and all payments of principal and interest principal, and the aggregate principal balance from time thereof. Any such inscription on the schedules 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 records of a Lender or on a schedule to the relevant Revolving Note, Alternative Currency Note or Swingline Note made by the holder thereof shall be constitute prima facie evidence as to all such mattersof the accuracy of the information so recorded; provided, however, that the failure of any Lender or other holder to record make any such inscription shall not affect the obligations of the foregoing or Borrowers under any error in any such 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 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 Revolving Note, and at such time the first notation appearing on a schedule on the reverse side of, Alternative Currency Note or attached to, such Swingline Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonor this Agreement.

The Notes. (a) The Revolving Syndicated Loans made to the Borrower by a Lender shall be evidenced by a single separate promissory note notes of the Borrower issued to such Lender in substantially the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as F-1 attached hereto (each a "Revolving Syndicated Note" "), dated as of the Closing Date and collectively completed with appropriate insertions. A Syndicated Note shall be payable to the order of each Bank in a principal amount equal to such promissory notes are referred Bank's Commitment Amount or, if less, the outstanding amount of all Syndicated Loans made by such Bank, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make, at or about the time of the Drawdown Date of any Syndicated Loan or at the time of receipt of any payment of principal on such Bank's Syndicated Note, an appropriate notation on the Record attached to such Bank's Syndicated Note reflecting the making of such Syndicated Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note outstanding amount of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Syndicated Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Bank's Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedBank, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Bank's Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Syndicated Note to repay make payments of principal of or interest on any Syndicated Note when due. (b) The Competitive Bid Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit F-2 attached hereto (each a "Competitive Bid Note"), dated as of the Closing Date and completed with appropriate insertions. A Competitive Bid Note shall be payable to the order of each Bank in a principal amount equal to $20,000,000 or, if less, the outstanding amount of all Competitive Bid Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon by such Lender tendering Bank to the Borrower hereunder, as set forth in sect.2.3 hereof, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make, at or about the time of the Drawdown Date of any Competitive Bid Loan made by such Bank or at the time of receipt of the payment of principal of such Competitive Bid Loan, an appropriate notation on the Record attached to such Bank's Competitive Bid Note reflecting the making of such Competitive Bid Loan and repayments thereof. All such notations shall constitute prima facie evidence of the amount of such Competitive Bid Loans and the repayments thereof, but the failure to record, or any error in so recording such amount on such Bank's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Competitive Bid Note to be replaced, the Borrower shall furnish a new make payments of principal or interest on any Competitive Bid 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonwhen due.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 D 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."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 thereofthereof made in good faith by a Lender, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made to it hereunder together with accrued interest thereonthereon as required under this Agreement. At the 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (ai) The Upon the request of any Lender made through the Agent, the Revolving Loans made to the Borrower by a such Lender shall may be evidenced by a single promissory note of the Borrower issued one or more Revolving Notes in addition to such Lender in the form of Exhibit D-1 heretoloan accounts. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to as the "Revolving Notes." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record endorse on its books and records or on a schedule the schedules annexed to its appropriate Note Revolving Note(s) the date, amount and maturity of each Revolving Loan made by it and the amount of each Loan advanced, continued or converted by it, all payments payment of principal and interest and made by 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 Company with respect thereto. The Each such Lender is irrevocably authorized by the Company to endorse its Revolving Note(s) and each Lender's record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such mattersconclusive absent manifest error; provided, however, PROVIDED that the failure of any a Lender to record any of the foregoing make, or any an error in making, a notation thereon with respect to any such record Revolving Loan shall not limit or otherwise affect the obligation obligations of the Borrower to repay all Loans made to it Company hereunder together with accrued interest thereon. At the request of or under any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Revolving Note to such Lender. (ii) All Swingline Loans shall be evidenced by a Swingline Note of the Company payable to the Agent for the account of the Swingline Lender in an amount equal to replace any outstanding Note, and at such time the first notation appearing Swingline Commitment Amount on a schedule demand. The Agent is irrevocably authorized by the Company to endorse on the reverse side ofschedules attached to the Swingline Note (and any continuations thereof) the date, amount and maturity of each Swingline Loan evidenced thereby and each payment of principal by the Company with respect thereto and such record shall be conclusive absent manifest error; PROVIDED that the failure to make, or attached toerror in making, a notation thereon with respect to any Swingline Loan shall not limit or otherwise affect the obligations of the Company hereunder or under such Swingline Note with respect to such Swingline Loan. The Agent will hold the Swingline Note and will make the Swingline Note available for inspection by the Company or any Lender during normal business hours upon prior reasonable notice to the Agent therefor. (iii) The Alternate Currency Loans with respect to a particular Alternate Currency shall set forth not be evidenced by notes unless otherwise indicated in the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonAlternate Currency Annex for such Alternate Currency.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender Bank in the form of Exhibit D-1 D 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." (b) The Swing Term Loans made to the Borrower by the Administrative Agent a Bank shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent such Bank in the form of Exhibit D-2 E hereto. Such Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Swing NoteTerm Notes." (c) Each Lender Bank shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender Bank or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender which are Taxable Loans shall be evidenced by a single promissory note of corresponding Taxable Note for each System payable to the Borrower issued to such Lender in the form of Exhibit 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." (b) The Swing Loans made an amount equal to the Borrower by Commitment, and the Administrative Agent Loans which are Tax-exempt Loans shall be evidenced by a single promissory note corresponding Tax-exempt Note for each System payable to the Lender in an amount equal to the Commitment. Notwithstanding anything herein to the contrary, the aggregate principal amount of all Loans at any one time outstanding hereunder with respect to the Electric System Notes and the Water System Notes shall not exceed the amount of the Borrower issued Commitment. (b) Each reference in this Agreement to the Administrative Agent in the form “Electric System Notes” or “Water System Notes” shall be deemed to refer to and include any or all of Exhibit D-2 hereto. Such promissory note is hereinafter referred to such Notes, respectively, as the "Swing Notecontext may require." (c) Each The Lender shall record on its books the date, amount, type and records or on a schedule to its appropriate Note maturity of each Loan made by it and the date and amount of each Loan advanced, continued or converted by it, all payments payment 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 records of a Lender made by or on behalf of the City with respect thereto, and prior to any transfer of an Electric System Note or Water System Note shall endorse on the schedule forming a schedule part thereof appropriate notations to evidence the relevant foregoing information with respect to each Loan then outstanding evidenced by such Note, shall be prima facie evidence as to all such matters; provided, however, provided that the failure of any the Lender to record make any of the foregoing such recordation or endorsement, or any error in therein, or failure to submit any such record notations to the City shall not limit or otherwise affect the obligation obligations of the Borrower City hereunder or under such Note. The Lender is hereby irrevocably authorized by the City so to endorse each Electric System Note and Water System Note and to attach to and make a part of each such Note a continuation of any such schedule as and when required. (d) The City’s obligations to repay all Loans made each Loan and to it hereunder together with accrued pay interest thereon. At thereon as provided herein shall be evidenced and secured by the 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 related Note, and at the City shall pay amounts under the related Note on each date on which the City is required to make a principal payment on the related Loan in an amount equal to the Loan payment due on such time date. The payment of the first notation appearing principal of and interest on a schedule Note shall constitute payment of the principal of and interest on the reverse side of, or attached to, such related Loans and the payment of the principal of and interest on the Loans shall constitute the payment of and principal and interest on the related Note and the failure to make any payment on any Loan when due shall set forth be a failure to make a payment on the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonrelated Note and the failure to make any payment on the related Note when due shall be a failure to make a payment on the related Loan.

The Notes. (a) The Revolving Loans made by the Lenders hereunder shall, at the request of any Lender, be evidenced by one or more promissory notes duly executed and delivered by the Borrower, payable to the Borrower order of the Persons specified by the Owners, in an aggregate principal amount equal to the Facility Amount, in substantially the form of Exhibit B (each, a Lender “Note” and collectively, the “Notes”). Each Note shall be dated the Closing Date and shall otherwise be duly completed. The maturity date of each Note shall be the Maturity Date. Any Loans assigned to an assignee pursuant to Section 12.01 shall be evidenced by a single promissory note replacement Note payable to the order of the Borrower issued to such Lender in the form of Exhibit 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 Notesassignee." (b) The Swing Loans made Each Agent is hereby authorized to the Borrower by the Administrative Agent shall enter notations (which may be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (ccomputer generated) Each Lender shall record on its books and records or on a schedule attached to the Note with respect to each Lender Advance made by each Lender in its appropriate Note Lender Group hereunder, regarding (i) the date and principal amount of thereof and (ii) each Loan advanced, continued or converted by it, all payments payment and repayment of principal thereof and interest and the principal balance from time to time outstanding thereon, the type of any 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 records of a Lender or on a schedule to the relevant Note, recordation shall be constitute prima facie evidence as to all such matters; provided, however, that of the accuracy of the information so recorded. The failure of any Lender an Agent to record any of the foregoing or any error in make any such record notation on the schedule attached to the Note shall not limit or otherwise affect the obligation of the Borrower to repay all the Loans made in accordance with their respective terms as set forth herein. (c) Promptly following the Facility Termination Date, each Agent shall mark each Note for its Lender Group “Paid” and return it to it hereunder together with accrued interest thereon. At the request Borrower for cancellation. (d) In the event of any conflict between the accounts and records maintained by the Administrative Agent on the Register and the accounts and records of any Lender and upon such Lender tendering in respect of the matters set forth in this Section 2.05 with respect to the Borrower the appropriate Note to be replacedLoans and Notes, the Borrower shall furnish a new Note to such Lender to replace any outstanding Note, accounts and at such time records of the first notation appearing on a schedule Administrative Agent on the reverse side of, or attached to, such Note Register shall set forth control in the aggregate unpaid principal amount absence of all Loans, if any, then outstanding thereonmanifest error.

The Notes. (a) The Revolving All Loans made by each Bank to the Borrower by a Lender Borrowers hereunder shall be evidenced by a single promissory note Revolving Credit Note of the Borrower issued to such Lender Borrowers, jointly and severally, substantially in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as A hereto (individually, a "Revolving Note" or "Note" and collectively such promissory notes are referred to as together, the "Revolving Notes." or " (bNotes") The Swing payable to the order of such Bank, but the aggregate principal amount of indebtedness evidenced by such Revolving Note at any time shall be, and the same is to be determined by, the aggregate principal amount of all Loans made by such Bank to the Borrower Borrowers pursuant hereto on or prior to the date of determination less the aggregate amount of principal repayments on such Loans received by the Administrative Agent or on behalf of such Bank on or prior to such date of determination. Each Revolving Note shall be evidenced by a single promissory note dated as of the Borrower issued execution date of this Agreement, shall be delivered concurrently herewith, and shall be expressed to mature on the Administrative Agent Termination Date and to bear interest as provided in the form of Exhibit D-2 heretoSections 1.2, 1.3 and 2 hereof. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender Bank shall record on its books and or records or on a schedule to its appropriate Revolving Note the amount of each Loan advanced, continued or converted made by it, it hereunder and all payments of principal and interest and the principal balance from time to time outstanding thereonoutstanding, the type provided that prior to any transfer of such Loan, and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable theretoRevolving Note all such amounts shall be recorded on a schedule to such Revolving Note. The record thereof, whether shown on such books and or records of a Lender or on a schedule to the relevant Revolving Note, shall be prima facie evidence as to all such mattersamounts; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the joint and several obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At Upon the request of any Lender and upon such Lender tendering to the Borrower the appropriate Note to be replacedBank, the Borrower shall Borrowers will furnish a new Revolving Note to such Lender Bank to replace any its outstanding Note, Revolving Note and at such time the first notation appearing on a the schedule on the reverse side of, or attached to, such Revolving Note shall set forth the aggregate unpaid principal amount of all Loans, if any, Loans then outstanding thereonfrom such Bank. Such Bank will cancel the outstanding Revolving Credit Note upon receipt of the new Revolving Note.

The Notes. (a) The Revolving Loans made to the Borrower by a Lender Bank shall be evidenced by a single promissory note of the Borrower issued to such Lender Bank in the form of Exhibit D-1 D hereto. Each such promissory note is hereinafter referred to as a "Revolving NoteREVOLVING NOTE" and collectively such promissory notes are referred to as the "Revolving NotesREVOLVING NOTES." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 E hereto. Such This promissory note is hereinafter referred to as the "Swing NoteSWING LINE NOTE." (c) Each Lender Bank shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender Bank or on a schedule to the relevant Note, shall be prima facie PRIMA FACIE evidence as to all such matters; providedPROVIDED, howeverHOWEVER, that the failure of any Lender Bank to record any of the foregoing or any error in any such 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 request of any Lender Bank and upon such Lender Bank tendering to the Borrower the appropriate Note to be replaced, the Borrower shall furnish a new Note to such Lender Bank 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon. (d) As soon as practicable, but in no event later than one (1) Business Day after prior written notice from the Borrower to a Bank, such Bank shall provide to the Borrower a written payoff letter from such Bank setting forth the amount required to pay the Notes in full as of the date or dates requested by the Borrower and any other amounts due by the Borrower hereunder (with a per diem amount owing thereafter).

The Notes. (a) The Revolving Delayed Draw Term Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 D hereto. Each such promissory note is hereinafter referred to as a "Revolving “Delayed Draw Term Note" ” and collectively such promissory notes are referred to as the "Revolving “Delayed Draw Term Notes."” (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Period, the currency in which such Loan is denominated, and the interest rate applicable thereto. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Loans Each Facility A Loan made to a borrower by a Lender shall be evidenced by a single promissory note of the Borrowers payable to such Lender in the amount of its Facility A Commitment and otherwise in the form of Exhibit A-1 hereto. Each such promissory note is hereinafter referred to as a "Facility A Note" and collectively as the "Facility A Notes". (b) Each Facility B Loan made to a Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued Borrowers payable to such Lender in the amount of its Facility B Commitment and otherwise in the form of Exhibit D-1 A-2 hereto. Each such promissory note is hereinafter referred to as a "Revolving Facility B Note" and collectively such promissory notes are referred to as the "Revolving Facility B Notes"." (bc) The Swing Loans Each Facility C Loan made to the a Borrower by the Administrative Agent a Lender shall be evidenced by a single promissory note of the Borrower issued Borrowers payable to such Lender in the Administrative Agent amount of its Facility C Commitment and otherwise in the form of Exhibit D-2 A-3 hereto. Such Each such promissory note is hereinafter referred to as a "Facility C Note" and collectively as the "Swing NoteFacility C Notes"." (cd) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted made by itit to a Borrower, all payments of principal and interest and the principal balance from time to time outstanding thereon, the type of such Loan, Loan and, for any Eurodollar Loan or Swing Loan, the Interest Period and the interest rate applicable thereto; provided that upon the transfer of any Note all such amounts shall be recorded on a schedule to such Note. The record thereof, whether shown on such books and records of a Lender or on a schedule to the relevant any Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower Borrowers to repay all Loans made to it hereunder together with accrued interest thereon. At the request of any Lender and upon such Lender tendering to the Borrower Borrowers the appropriate Note to be replaced, the Borrower Borrowers 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

The Notes. (a) The Revolving Unless any Lender elects not to receive a Note, the Loans made to the Borrower by a Lender shall be evidenced by the Notes. A Note shall be payable to the order of each Lender (other than a single promissory note Lender which elects to not receive a Note) in an aggregate principal amount equal to such Lender’s Commitment. The Borrower irrevocably authorizes each Lender holding a Note to make or cause to be made, at or about the time of the Borrower issued to Drawdown Date of any Loan or at the time of receipt of any payment of principal on such Lender in Lender’s Notes, an appropriate notation on such Lender’s Note Record reflecting the form making of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Revolving Note" and collectively such promissory notes are referred to Loan or (as the "Revolving Notes." (bcase may be) the receipt of such payment. The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note outstanding amount of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 Loans set forth on such books and records of a Lender or on a schedule to the relevant Note, Lender’s Note Record shall be prima facie evidence as of the principal amount thereof owing and unpaid to all such matters; providedLender, however, that but the failure of any Lender to record any of the foregoing record, or any error in so recording, any such record amount on such Lender’s Note Record shall not limit or otherwise affect the obligation obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due. The Administrative Agent hereby agrees to provide the Borrower with a statement concerning the outstanding amount of the Loans, in reasonable detail, on a monthly basis. Although each Note shall be dated the applicable Drawdown Date of the Loan evidenced thereby, interest in respect thereof shall be payable only for the periods during which the Loan evidenced thereby to the Borrower is outstanding, and such Notes shall be enforceable, with respect to obligations of the Borrower to repay all Loans made to it hereunder together with accrued interest thereon. At pay the request of any Lender and upon such Lender tendering principal amount thereof, only to the Borrower extent of 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereonthe Loans to them as of any date of determination.

The Notes. (a) The Revolving Loans Term Loan made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is hereinafter referred to as a "Term Note" and collectively such promissory notes are referred to as the "Term Notes." (b) The Revolving Loans made to the Borrower by a Lender shall be evidenced by a single promissory note of the Borrower issued to such Lender in the form of Exhibit D-2 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." (b) The Swing Loans made to the Borrower by the Administrative Agent shall be evidenced by a single promissory note of the Borrower issued to the Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is hereinafter referred to as the "Swing Note." (c) Each Lender shall record on its books and records or on a schedule to its appropriate Note the amount of each Loan advanced, continued or converted by 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 records of a Lender or on a schedule to the relevant Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of any Lender to record any of the foregoing or any error in any such 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 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 the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.