Common use of Notes Clause in Contracts

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the All Revolving Credit Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the Register maintained principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the Administrative Agent pursuant schedule attached to Section 13.15 the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, if requested in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such LenderBank; provided however, also be evidenced that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by a such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) The Revolving Note issued Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to each Lender that has a Commitment or outstanding Loans shall (i) mature such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Final Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, (ii) bear interest as provided in consecutive equal monthly installments until the appropriate clause of Section 2.08 Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in respect an amount equal to 1/60th of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding original principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) Term Loan. The Term Loan shall bear interest as provided in at the appropriate clause of Section 2.08Interest Rate, (vi) and such interest shall be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby payable in accordance with Section 2.06 hereof, including, without limitation, on the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansTerm Loan Maturity Date.

Notes. Subject to the terms and conditions of this Agreement, at the Closing, AIRNET will issue and sell to each of the INVESTORS one (1) Senior Secured Convertible Note (a "Note"), and each INVESTOR will subscribe for and purchase one (1) such Note from AIRNET. The Note to be issued to SCP will be in the form of Exhibit D. The Note to be issued to TECORE will be in the form of Exhibit E. (a) Each Borrower’s obligation Purchase Price for SCP's Note. The purchase price (the "SCP Note Purchase Price") for the Note to be issued to SCP in the form of Exhibit D will be equal to Four Million Dollars ($4,000,000). SCP shall pay the SCP Note Purchase Price, subject to adjustment in accordance with Section 13.6, by (i) issuing a credit memorandum to AIRNET pursuant to which the outstanding principal ofbalance payable to SCP under the terms of that certain Bridge Loan Promissory Note payable to SCP shall be deemed satisfied and paid in full (but the accrued interest thereon shall be deferred, as provided in subsection (d) hereinbelow), and interest on(ii) paying the unpaid balance of the SCP Note Purchase Price by certified check, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallcashier's check, if requested by such Lender, also be evidenced by a Revolving Noteor wire transfer at Closing. (b) Purchase Price for TECORE's Note. The Revolving purchase price (the "TECORE Note Purchase Price") for the Note to be issued to each Lender that has a Commitment or outstanding Loans TECORE in the form of Exhibit E will be equal to Twelve Million Dollars ($12,000,000). TECORE shall pay the TECORE Note Purchase Price in accordance with the payment schedule set forth below: (i) mature on An amount equal to Four Million Dollars ($4,000,000) shall be payable by TECORE at Closing by (i) issuing a credit memorandum to AIRNET pursuant to which the Final Maturity Dateoutstanding principal balance payable to TECORE under the terms of that certain Bridge Loan Promissory Note payable to TECORE, shall be deemed satisfied and paid in full (but the accrued interest thereon shall be deferred as provided in subsection (d) hereinbelow), and (ii) bear interest as provided in paying the appropriate clause of Section 2.08 in respect unpaid balance of the Base Rate Loans and Euro Rate Loans$4,000,000, as the case may besubject to adjustment in accordance with Section 13.6, evidenced therebyby certified check, cashier's check, or wire transfer at Closing. (ii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to June 30, 2003, by wire transfer. (iii) An amount equal to One Million Dollars ($1,000,000) shall be subject payable on or prior to voluntary prepayment as provided in Section 5.01September 30, and mandatory repayment as provided in Section 5.022003, and by wire transfer. (iv) An amount equal to One Million Dollars ($1,000,000) shall be entitled payable on or prior to the benefits of this Agreement and the other Credit DocumentsDecember 31, 2003, by wire transfer. (cv) The Swingline Note issued An amount equal to the Swingline Lender One Million Dollars ($1,000,000) shall (i) be payable on or prior to the Swingline Lender or its registered assigns and be dated the Closing DateMarch 31, 2004, by wire transfer. (iiivi) be in a stated principal An amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and One Million Dollars ($1,000,000) shall be payable in on or prior to June 30, 2004, by wire transfer. (vii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2004, by wire transfer. (viii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2004, by wire transfer. (ix) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 30, 2005, by wire transfer. (x) Notwithstanding the outstanding principal amount of foregoing, TECORE shall have the Swingline Loans evidenced thereby right, exercisable at its option at any time and from time to time, (iv) mature on to prepay any and all of the Swingline Expiry Datepayments scheduled above; and, (v) bear interest as provided in a consequence thereof, to enjoy the appropriate clause of Section 2.08, (vi) be subject rights to voluntary prepayment as provided in Section 5.01 vote and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits accrual of this Agreement interest, conversion rights, and other rights pertaining thereto, accounting from the other Credit Documents. date of any such prepayment. In the event that TECORE shall fail to pay any installment of the purchase price of TECORE's Note pursuant to paragraphs (dii)-(ix) Each Lender will note on its internal records within 20 days after the due date, then SCP shall have the right, exercisable within 40 days after such due date, to make the investment by paying the amount of each Loan made the installment then past due (and any subsequent installments when due and payable, to the extent set forth by it SCP in its notice of exercise) instead of TECORE, and each payment AIRNET shall issue a Note to SCP, in respect thereof and prior form similar to any transfer of any of its Notes will endorse on the reverse side thereof Note issued to SCP at the outstanding Closing, in the principal amount of Loans evidenced therebythe investment made by SCP. Failure In the event that SCP shall not exercise its right to make any such notation or any error in such notation an investment instead of TECORE, TECORE shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required remain obligated to make the notations otherwise described in preceding clause (hinvestment(s). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 12.16 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount outstanding Loans of such Lender and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the appropriate clause of Section 2.08Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced by a Revolving Note appropriately completed in substantially the Register maintained form of Exhibit A-1. The Swingline Loans made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Swingline Lender shall be evidenced by a Revolving NoteSwingline Note appropriately completed in substantially the form of Exhibit A-2. (b) The Revolving Each Note issued to each a Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject to voluntary prepayment dated as provided of the Closing Date (or, in Section 5.01the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and mandatory repayment as provided in Section 5.02Acceptance), and (iv) be in a stated principal amount equal to such Lender’s Revolving Commitment (or, in the case of the Swingline Note, the amount of the Swingline Commitment), (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit DocumentsDocuments and subject to the provisions hereof and thereof. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Revolving Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans evidenced thereby. Failure to make any thereby as of the date of transfer or provide such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything information on a schedule to the contrary contained above in this Section 2.05 or elsewhere in this AgreementAssignment and Acceptance relating to such transfer; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to provide any Borrower shall affect such information, or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementerror therein, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, obligations under this Agreement or the requested Note in the appropriate amount or amounts to evidence such LoansNotes.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced ----- by a Note of Borrower, substantially in the Register maintained by form of Exhibit A hereto, with --------- appropriate insertions as to payee and principal amount, payable to the Administrative Agent pursuant order of such Lender and in a principal amount equal to Section 13.15 and shall, if requested by the aggregate principal amount of the Commitment of such Lender, also be or such lesser amount, from time to time, of the Loan or Loans, as the case may be, made by such Lender and evidenced by a Revolving such Note. (b) The Revolving . Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be dated the Document Closing Date, (ii) be stated to mature on the Final Maturity Date, (iiiii) bear interest as provided in have attached a grid for the appropriate clause purpose of Section 2.08 in respect evidencing all of the Base Rate Loans (including accruals and Euro Rate Loans, as the case may be, evidenced thereby, (iiipayments of interest thereon) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02made by such Lender, and (iv) be entitled bear interest on the unpaid principal amount thereof from time to time outstanding at the benefits of this Agreement applicable interest rate per annum determined as provided in, and the other Credit Documents.payable as specified in, Section 2.6. ----------- Loan Agreement (cb) The Swingline Note issued to Upon the Swingline consummation of each Advance, each Lender shall (i) be payable make a notation on the grid attached to such Lender's Note indicating the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature Loan advanced by such Lender on the Swingline Expiry such Advance Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) . Each Lender will note on its internal records is also hereby authorized to record the date and amount of each Loan Advance made by it such Lender, each continuation or conversion thereof, the length of each Interest Period with respect thereto and the date and amount of each payment in respect thereof and prior to any transfer of any of its Notes will endorse principal and/or interest relating thereto, on the reverse side thereof grid attached to each Note held by such Lender, and any such recordation shall constitute prima facie evidence of the outstanding principal amount ----- ----- accuracy of Loans evidenced thereby. Failure the information so recorded; provided, that the failure to make any -------- such notation recordation or any error in such notation recordation shall not affect the obligation of Certificate Trustee under such instrument or the corresponding obligation of Lessee to pay Rent. In addition, on each Payment Date during any Borrower’s obligations in respect Construction Period, each Lender shall make a notation on the grid attached to such Lender's Note indicating the amount of Capitalized Interest accruing on such Lender's Note during the Interest Period ending on such Payment Date (which Capitalized Interest shall thereby be added to the principal amount of such LoansNote). (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Committed Loans made by each Lender shall be evidenced by a Revolving Note in the Register maintained form of Exhibit G-l hereto, payable to the order of such Lender in an amount equal to such Lender’s Pro Rata Share of the Maximum Commitment Amount on the Closing Date. In addition, the Swing Loans made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Swing Line Lender may be evidenced by a Revolving Note. (b) The Revolving Swing Line Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause form of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansExhibit G-2 hereto, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of the Swing Line Lender or its registered assigns and in the maximum amount of $50,000,000. In addition, the Bid Loans that may be dated the Closing Date, (iii) made by a Lender pursuant to Section 2.18 may be in a stated principal amount (expressed in U.S. Dollars) equal evidenced by Bid Notes payable to the relevant Maximum Swingline Amount and be payable order of each Lender, in the outstanding principal form of Exhibit G-3 hereto. Each Lender may endorse on any schedule annexed to its Note(s) the date, amount and maturity of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided each Loan that it makes in the appropriate clause case of Section 2.08Committed Loans (which shall not include undrawn amounts on outstanding Letters of Credit, (vi) be subject to voluntary prepayment as provided in Section 5.01 but shall include the amounts of any drawings on outstanding Letters of Credit), and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it payment of principal that Borrower makes with respect thereto. Borrower irrevocably authorizes each Lender to endorse its Note(s), and each payment such Lender’s record shall be conclusive absent manifest error; provided, however, that any Lender’s failure to make, or its error in making, a notation thereon with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation Loan shall not limit or otherwise affect any Borrower’s obligations in respect of to such LoansLender hereunder or under its Note(s). (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation The Borrower agrees that, upon the request to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Section 13.15 Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and shalldeliver to such Lender a promissory note substantially in the form of Exhibit A (each, if requested as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender, also Lender to the Borrower. Each Note shall be evidenced by a Revolving Notedated the Closing Date and shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. (b) The Revolving Note issued Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to each Lender that has a Commitment or outstanding Loans shall and including the Maturity Date (i) mature on the Final Maturity Date, (ii) bear interest subject to reduction as provided in Subsection 4.4), on the appropriate clause of Section 2.08 dates and in respect of the Base Rate Loans and Euro Rate Loansprincipal amounts, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment adjustment as provided in Section 5.01set forth below, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and be payable in December 31 ending prior to the outstanding Maturity Date 0.25% of the aggregate principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate initial principal amount of the Initial Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to on the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure Closing Date Maturity Date all unpaid aggregate principal amounts of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Initial Term Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender made on or prior to the principal ofAmendment Date if and to the extent that such Lender has a Commitment as of the Amendment Date, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender’s Loans, also be evidenced by each Borrower will execute and deliver to such Lender a Revolving Note, Term Note, and/or Equipment Loans Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to the sum of such Lender’s Revolving Credit Commitment, Term Loan Commitment, and/or Equipment Loan Commitment, as applicable. Each Note shall (x) be dated the Amendment Date, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans and Borrowers’ obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm Loan Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. books and records of Agent and the Term Loan Lenders. The Equipment Loans and Borrowers’ obligation to repay the same shall be evidenced by the Equipment Loans Notes, this Agreement and the books and records of Agent and the Equipment Loan Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a subaccount therein for each Lender, in which shall be recorded (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such subaccount with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers’ obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, on the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Revolving Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.1, and mandatory repayment as provided in Section 5.02 4.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes Note will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.5 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such NotesNote. No failure of any Lender to to, request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans made to the Borrowers by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant and, subject to Section 13.15 and shallthe provisions of SECTION 2.05(c), if requested by such shall be evidenced by, at the request of the applicable Lender, also a promissory note substantially in the form of Exhibit N-1, with blanks appropriately completed in conformity herewith (each, as the same may be evidenced by amended, supplemented or otherwise modified from time to time, a Revolving “Note”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline requesting Lender shall (i) be executed jointly by each of the Borrowers, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to such Lender’s Commitment on the relevant Maximum Swingline Amount Closing Date or on the date of the issuance thereof (if issued after the Closing Date) and be payable in the outstanding principal amount of the Swingline Loans Revolving Advances evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, herein and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower the Borrowers shall affect or in any manner impair the obligations obligation of the applicable Borrower Borrowers to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties Guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable each Borrower shall promptly jointly execute and deliver to the relevant Lender, at such Borrower’s expense, that Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. The holder of the Purchase Option shall exercise such option by delivering written notice stating its desire to exercise this option to the Securities Depository, the Indenture Trustee, the Remarketing Agents and the Rating Agencies at least thirty (a30) Each Borrower’s obligation days prior to the next succeeding Quarterly Distribution Date that it intends to exercise its Purchase Option and by delivering to the Indenture Trustee an amount equal to the purchase price determined as described above at least thirty (30) days prior to the next succeeding Quarterly Distribution Date. If the holder of the Purchase Option fails to provide the required notice or an amount sufficient to redeem the Series 2004-2 Notes, the Trustee shall attempt to sell the Financed Loans held within the Trust Estate pursuant to Section 2.13 of this Appendix A. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (b), the Indenture Trustee shall deposit amounts sufficient to redeem each Class of the Series 2004-2 Notes on the next succeeding Quarterly Distribution Date occurring on or after November 1, 2005 or Auction Rate Distribution Date, as appropriate, pursuant to the mandatory redemption provisions of Section 2.09(f) and (g)(ii) of the Indenture and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product into separate Accounts established by the Indenture Trustee within the Note Payment Fund and shall deposit the remainder to the Collection Fund to pay the principal ofremaining Program Expenses to the final redemption date of the Series 2004-2 Notes. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem the Series 2004-2 Notes on their Quarterly Distribution Date or Auction Rate Distribution Date, as appropriate, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans any Issuer Derivative Payments (and including all related Obligationsapplicable Termination Payments) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanscorresponding Derivative Product.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Term Loans made by A of each Lender shall be evidenced by a promissory note (each a "Term Note A") substantially in the Register maintained by form set forth in Exhibit A-1, with appropriate insertions, payable to the Administrative Agent pursuant order of such Lender in an original principal amount equal to Section 13.15 and shall, if requested by such Lender, also 's Term Loan A and each such Term Note A shall provide that the Term Loans A of such Lender shall be paid in installments equal to such Lender's Pro Rata Share of the aggregate principal amount of the installments of the Term Loans A as set forth on Schedule 3.1(a). The Term Loans B of each Lender shall be evidenced by a Revolving Note. promissory note (beach a "Term Note B") The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided substantially in the form set forth in Exhibit A-2, with appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loansinsertions, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated an original principal amount (expressed in U.S. Dollars) equal to such Lender's Term Loan B and each such Term Note B shall provide that the relevant Maximum Swingline Amount and Term Loans B of such Lender shall be payable paid in installments equal to such Lender's Pro Rata Share of the outstanding aggregate principal amount of the Swingline installments of the Term Loans B as set forth on Schedule 3.1(b). The Revolving Loans of each Lender shall be evidenced thereby from time by a promissory note (each a "Revolving Note") substantially in the form set forth in Exhibit A-3, with appropriate insertions, payable to time, (iv) mature the order of such Lender in a face principal amount equal to such Lender's Pro Rata Share of the Revolving Commitment Amount and each such Revolving Note shall provide that each Revolving Loan of such Lender shall be paid in full on the Swingline Expiry Revolving Credit Termination Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced set forth in the Register maintained by the Administrative Agent pursuant to Section 13.15 11.15 and shall, if requested by such any Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower and the Guarantors, in the case of the Term A Loan, substantially in the form of Exhibit A-1, and in the case of the Term B Loan, in the form of Exhibit A-2, in each case, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower and the Guarantors, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loans made by such Lender on the Borrowing Date and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.06, (vi) be subject to voluntary prepayment as provided in Section 5.01 2.01, mandatory repayments as provided in Sections 2.02(c) and (d) and mandatory repayment offers to prepay as provided in Section 5.02 2.02(a) and (b), and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropri- ately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination of such Revolving Loan Commitment, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of BTCo and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in their entirety as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender if and to the principal ofextent that such Lender has a Commitment as of the date of such request, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender’s Loans, also be evidenced by Borrowers will execute and deliver to such Lender a Revolving Note, Term A Note, Term B Note and/or Term C Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to such Lender’s Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment and/or Term Loan C Commitment, as applicable. Each Note shall (x) be dated the date the applicable Commitment became effective, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans A and Borrowers’ obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm A Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. The Term Loans C and Borrowers’ obligation to repay the same shall be evidenced by the Term C Notes, this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers’ obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. In addition to the Note described in Section 2.1 hereof, a Note or Notes in an aggregate principal amount equal to the principal amount of any Additional Bonds will be executed and delivered by the Borrower in a form substantially similar to the form of the Note attached hereto as Exhibit A, with the necessary and appropriate variations, omissions and insertions as permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) Each Borrower’s obligation Provide for payments of interest equal to pay the principal of, and payments of interest on, on the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note.corresponding Bonds; (b) The Revolving Note issued require payments and/or prepayments of principal and any premium equal to each Lender that has a Commitment or outstanding Loans shall (i) mature the payments of principal and any premium on the Final Maturity Date, corresponding Bonds; (iic) bear interest as provided in require all payments on such Notes to be made on or prior to the appropriate clause of Section 2.08 due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain optional and mandatory prepayment provisions and provisions in respect of the Base Rate Loans optional and Euro Rate Loansmandatory acceleration or prepayment of principal and any premium corresponding with the redemption provisions of the corresponding Bonds; and (e) be on a parity with all other Notes theretofore or thereafter executed and delivered by the Borrower pursuant to this Agreement as the same may be amended or supplemented in connection with issuance of any Bonds, except with respect to draws under the Letter of Credit. Upon payment in full of the principal of and interest and any premium on any or all Bonds, whether at maturity or by redemption or otherwise, and the surrender thereof to, and cancellation thereof by, the Trustee, or upon provision for the payment thereof having been made in accordance with the provisions of the Indenture, the Notes, issued concurrently with such Bonds, of the same maturity, bearing the same interest rate and in an amount equal to the aggregate principal amount of such Bonds so surrendered and canceled or for the payment of which provision has been made, shall be deemed fully paid and the obligations of the Borrower thereunder terminated and such Notes shall be canceled and surrendered by the Trustee to the Borrower. Notwithstanding the previous sentence, in the event that moneys sufficient for such payment have been paid to the Trustee by the Bank, and amounts are owing to the Bank under the Reimbursement Agreement, as evidenced by a written certificate of the case may beBank delivered to the Trustee, evidenced therebythe Trustee shall upon written instructions of the Bank assign all of its right, (iii) be subject title and interest in and to voluntary prepayment as provided in Section 5.01, the Notes to the Bank. The Borrower hereby agrees and mandatory repayment as provided in Section 5.02, consents to such an assignment without defense or set-off by reason of any dispute between the Borrower and (iv) be the Trustee. Unless the Borrower is entitled to the benefits a credit under express terms of this Agreement and or the other Credit Documents. (c) The Swingline Indenture, all payments on each Note issued to shall be in the Swingline Lender full amount required thereunder. Each Note shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, Issuer and shall not in any way affect be negotiated by the security or guaranties therefor provided pursuant Issuer, except to effect assignment thereof to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required Trustee and to make any successor trustee under the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansIndenture.

Notes. The Loans to be made by the Lenders to the Borrowers hereunder shall be evidenced by promissory notes of the applicable Borrower. Each Note shall: (a) Each Borrowerbe in the amount of the applicable Lender’s obligation Commitment; (b) be payable to pay such Lender at the principal of, office of the Administrative Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and interest on, the Loans (e) be made by each Lender the Borrower. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated order of Administrative Agent for the Closing Dateaccount of the Lenders, at the principal office of Administrative Agent; (iiic) bear interest in accordance with Section ‎2.06; (d) be in a stated principal amount the form of Exhibit P attached hereto (expressed with blanks appropriately completed in U.S. Dollarsconformity herewith); and (e) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, (iv) mature on upon the Swingline Expiry Date, (v) bear interest as provided in request of the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything affected Lender, to the contrary contained above in this Section 2.05 or elsewhere in this Agreementreissue new Notes, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.12 hereof, in renewal of and shall not in any way affect substitution for the security or guaranties therefor provided pursuant Note previously issued by the Borrower to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant affected Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest onIf requested by any Bank, the Revolving Loans made by each Lender of such Bank to any Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note of such Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) The Revolving If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on of such Borrower substantially the Final Maturity Date, (ii) bear interest as provided in the appropriate clause form of Section 2.08 in respect of the Base Rate Loans Exhibit A-2 attached hereto and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documentsincorporated herein by reference. (c) The Swingline Note issued to the Swingline Lender Each Bank shall (i) be payable to the Swingline Lender or record in its registered assigns books and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each payment in of principal and/or interest made by such Borrower with respect thereof thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and prior to unconditional, notwithstanding any transfer failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error mistake by such Bank in connection with any such notation recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall not affect be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any Borrower’s obligations principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) Notwithstanding anything The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the contrary contained above in this Section 2.05 or elsewhere in this Agreementextent permitted by applicable law, Notes shall only be delivered to Lenders which at any time specifically request prima facie evidence of the delivery existence and amounts of such Notes. No the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to request maintain such account, such Register or obtain a Note evidencing its Loans to such subaccount, as applicable, or any Borrower error therein, shall affect or not in any manner impair affect the obligations obligation of the applicable each Borrower to pay repay (with applicable interest) the Loans (and all related Obligations) incurred made to such Borrower by such Borrower which would otherwise be evidenced thereby Bank in accordance with the requirements terms of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in its entirety as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender if and to the principal ofextent that such Lender has a Commitment as of the date of such request, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender’s Loans, also be evidenced by Borrowers will execute and deliver to such Lender a Revolving Note, Term A Note and/or Term B Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to such Lender’s Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. Each Note shall (x) be dated the date the applicable Commitment became effective, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans A and Borrowers’ obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm A Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers’ obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal ofUnless otherwise requested by a Bank, and interest on, the any Ratable Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the Register maintained form of EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the Administrative Agent pursuant to Section 13.15 and shall, if requested by account of its Applicable Lending Office (each such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loansnote, as the case same may behereafter be amended, evidenced therebymodified, (iii) be subject to voluntary prepayment as provided in Section 5.01extended, and mandatory repayment as provided in Section 5.02severed, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender assigned, substituted, renewed or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby restated from time to time, (ivincluding any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) mature are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Swingline Expiry Maturity Date, (v) bear interest as provided the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled schedule attached to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records Ratable Loan Note held by it, the amount of each Loan made by it advance, and each payment in respect thereof and prior to any transfer of any principal received by such Bank for the account of its Notes will endorse Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the reverse side thereof absence of manifest error, be conclusive as to the outstanding principal amount balance of the Ratable Loans evidenced therebymade by such Bank. Failure The failure by any Bank to make any such notation notations with respect to the Loans or any error in such notation each advance or payment shall not limit or otherwise affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of Borrower under this Agreement or the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance Notes. In connection with the requirements of this Agreementa Refinancing Mortgage, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant LenderAdministrative Agent, at a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such Borrowerform as shall be requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s expensereasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, as the requested Note in the appropriate amount or amounts to evidence such Loanscontext may require.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit A-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and collectively the "Revolving Notes"), and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be payable to the order of such Bank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Final Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiiv) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns order of Scotiabank and be dated the Closing Restatement Effective Date, (iiiii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iviii) mature on the Swingline Expiry Termination Date, (viv) bear interest as provided in the appropriate clause of Section 2.08, (vi1.08(a) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viiv) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to , or affect the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery validity of such Notes. No failure transfer by any Bank of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) Each If requested by a Bank, the Borrower’s obligation to pay the principal of, and interest on, all the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested it by such Lender, also Bank shall be evidenced by a Revolving NoteNote payable to each Bank and a Swingline Note payable to the Swingline Bank, as applicable. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender Bank or its registered assigns and be dated the Closing Dateassigns, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced by a Revolving Credit Note appropriately completed in substantially the Register maintained form of EXHIBIT B-1. The Swingline Loans made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Swingline Lender shall be evidenced by a Revolving NoteSwingline Note appropriately completed in substantially the form of EXHIBIT B-2. (b) The Each Revolving Credit Note issued to each a Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject to voluntary prepayment dated as provided in Section 5.01of the Amendment Effective Date, and mandatory repayment as provided in Section 5.02, and (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of SECTION 2.8, as the same may be applicable to the Revolving Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Credit DocumentsDocuments and subject to the provisions hereof and thereof. The amount of principal owing on each Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Loans made under such Revolving Credit Note, less all payments of principal theretofore made by the Borrower and applied thereto in accordance with the terms of this Agreement. (c) Each Lender (or Swingline Lender, as applicable) will record on its internal records the amount and Type of each Revolving Loan, or Swingline Loan, as applicable, made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Revolving Credit Notes or Swingline Notes, as applicable, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans, or Swingline Loan, as applicable, evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender (or Swingline Lender, as applicable) to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Revolving Credit Notes or the Swingline Note. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns and Lender, (iii) be dated as of the Closing Amendment Effective Date, (iiiiv) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry DateCommitment, (v) bear interest in accordance with the provisions of SECTION 2.8, as provided in the appropriate clause of Section 2.08same may be applicable from time to time to the Swingline Loans, and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to all of the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records Documents and subject to the provisions hereof and thereof. The amount of principal owing on each Loan Swingline Note at any given time shall be the aggregate amount of all Swingline Loans made under such Swingline Note, less all payments of principal theretofore made by it the Borrower and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby applied thereto in accordance with the requirements terms of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest onIf requested by any Bank, the Revolving Loans made by each Lender of such Bank to any Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note of such Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) The Revolving If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note issued to each Lender that has a Commitment or outstanding Loans shall of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents“Swingline Note”). (c) The Swingline Note issued to the Swingline Lender Each Bank shall (i) be payable to the Swingline Lender or record in its registered assigns books and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each payment in of principal and/or interest made by such Borrower with respect thereof thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and prior to unconditional, notwithstanding any transfer failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error mistake by such Bank in connection with any such notation recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall not affect be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any Borrower’s obligations principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such LoansLoan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) Notwithstanding anything The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the contrary contained above in this Section 2.05 or elsewhere in this Agreementextent permitted by applicable law, Notes shall only be delivered to Lenders which at any time specifically request prima facie evidence of the delivery existence and amounts of such Notes. No the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to request maintain such account, such Register or obtain a Note evidencing its Loans to such subaccount, as applicable, or any Borrower error therein, shall affect or not in any manner impair affect the obligations obligation of the applicable each Borrower to pay repay (with applicable interest) the Loans (and all related Obligations) incurred made to such Borrower by such Borrower which would otherwise be evidenced thereby Bank in accordance with the requirements terms of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Facility Agent pursuant to Section 13.15 11.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount outstanding Loans of such Lender and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in Section 2.06 in respect of the appropriate clause of Section 2.08Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations on such Note otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a “Note. (b) The Revolving ” and, collectively, the “Notes”). Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loans funded by such Lender and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 4.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hb). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant respective Lender, at such the Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made to the Borrower by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall14.10(d) and, if requested by such Lendersubject to the provisions of Section 2.04(c), also shall be evidenced by a Revolving promissory note substantially in the form of Exhibit C with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to time, a “Note”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount principal amount of the Loan of such Lender on the date of the issuance thereof and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, for herein and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties Guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, that Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender Bank to the Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Note. (b) " and, collectively, the "Notes"). The Revolving Note issued by the Borrower to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender such Bank or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Bank (or, if issued after the termination of such Commitment, be in a stated principal amount equal to the outstanding Loans of such Bank at such time) and be payable in the outstanding principal amount of the Swingline outstanding Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and 3.01, or mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note properly endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation notation) shall not affect any the Borrower’s 's obligations to the holder from time to time of such Note in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation The Company shall promptly take all action required to pay permit (i) a notice of redemption to be mailed to the principal of, and interest on, holders of the Loans made by each Lender shall be evidenced in 9 1/2% Senior Secured Notes (the Register maintained by the Administrative Agent "Senior Secured Notes") issued pursuant to Section 13.15 the Indenture between Sweetheart Cup Company Inc., Sweetheart Holdings, Inc. and shallWells Fargo Bank Minnesota, if requested by such LenderNA, also as Trustee, dated as of December ▇▇, ▇003 (the "Senior Secured Notes Indenture") and (ii) the Senior Secured Notes Indenture to be evidenced by a Revolving Notesatisfied and discharged in accordance with Article 12 thereof, in each case immediately prior to the Effective Time. (b) The Revolving Note issued Company shall promptly take all action required to each Lender that has a Commitment or outstanding Loans shall permit (i) mature on a notice of redemption to be mailed to the Final Maturity Dateholders all of the 9 1/2% Senior Subordinated Notes (the "2007 Notes" and together with the Senior Secured Notes, the "Notes") issued pursuant to the Indenture, dated as of February 27, 1997, between Sweetheart Cup Company Inc., as successor to The Fonda Group, Inc. and The Bank of New York, as trustee, as amend▇▇ (▇he "2007 Notes Indenture") (the redemption date for such notes to be no earlier than March 1, 2004) and (ii) bear interest the 2007 Notes to be defeased in accordance with the requirements for "Covenant Defeasance" (as provided defined in the appropriate clause of Section 2.08 2007 Notes Indenture) or the 2007 Notes Indenture to be satisfied and discharged, in respect of the Base Rate Loans and Euro Rate Loans, as the each case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled immediately prior to the benefits of this Agreement and the other Credit DocumentsEffective Time. (c) The Swingline Note issued Company shall consult with Parent with respect to each of the Swingline Lender actions contemplated by this Section 7.9, and all such actions shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be undertaken in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount manner and on such terms as may be payable in the outstanding principal amount reasonably requested by Parent; provided, however, that any satisfaction or discharge of the Swingline Loans evidenced thereby from time 2007 Notes Indenture shall be on terms and conditions satisfactory to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided Parent in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 its sole and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsabsolute discretion. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Facility A Loans made (or continued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained by form of Exhibit A-1 hereto, dated the Administrative Agent pursuant Effective Date, payable to Section 13.15 such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and shall, if requested by such Lender, also be evidenced by a Revolving Noteotherwise duly completed. (b) The Revolving Note issued to each Lender that has a Commitment Facility B Loan made (or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loanscontinued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-2 hereto, evidenced therebydated the Effective Date, (iii) be subject payable to voluntary prepayment as provided such Lender in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled a principal amount equal to the benefits amount of this Agreement its Facility B Commitment as originally in effect and the other Credit Documentsotherwise duly completed. (c) The Swingline Note issued to the Swingline Lender shall date, amount, Type, interest rate and duration of Interest Period (iif applicable) be payable to the Swingline Lender or its registered assigns of each Loan of each Class made by each Lender, and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount each payment made on account of the Swingline principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans evidenced thereby from time to timeof such Class held by it, (iv) mature endorsed by such Lender on the Swingline Expiry Date, (v) bear interest as provided schedule CREDIT AGREEMENT attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement or an error therein shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of the appropriate clause of Section 2.08, (vi) Loans to be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsevidenced by such Note. (d) Each No Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior shall be entitled to any transfer of any of have its Notes will endorse on the reverse side thereof the outstanding principal amount subdivided, by exchange for promissory notes of Loans evidenced thereby. Failure to make any such notation lesser denominations or otherwise, except in connection with a permitted assignment of all or any error in such notation shall not affect any Borrower’s obligations in respect portion of such LoansLender's relevant Commitments, Loans and Notes pursuant to Section 11.06(b) hereof. (e) Notwithstanding anything the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility B Loans held by such Lender under this Agreement. Loans recorded on the Register ("REGISTERED LOANS") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the contrary contained above in this Section 2.05 or elsewhere in this AgreementCompany. The Company agrees, Notes shall only be delivered to Lenders which at any time specifically the request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair that is the obligations holder of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Registered Loans, the applicable Borrower shall promptly to execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note Lender a promissory note in the appropriate amount or amounts registered form to evidence such LoansRegistered Loans and registered as provided in Section 11.06(g) hereof (herein, a "REGISTERED NOTE"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.07(c) and, if requested by such Lendersubject to the provisions of Section 2.05(g), also shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), (ii) if Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) [Reserved.] (c) The Revolving Note issued to each RL Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final Revolving Loan Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the respective Incremental Term Loans made by such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement for such Tranche of Incremental Term Loans (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender at such time for such Tranche of Incremental Term Loans), (iv) mature on the Incremental Term Loan Maturity Date for such Tranche of Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline NEWYORK 9228865 (2K) -51- Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (eg) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hf). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the The principal of, of and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity DateClass A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes are payable on a superior basis to such payments on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes; provided, (ii) bear however, that current principal and interest may be paid on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest Indenture. Except as provided in the appropriate clause Indenture, principal allocated to pay the Class A Notes will be use to provide for payment of Section 2.08the Class A-1 Notes, (vi) be subject then to voluntary prepayment as provided in Section 5.01 provide for payment of the Class A-2 Notes, then to provide for payment of the Class A-3 Notes, then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and mandatory repayment as provided in Section 5.02 Class A-5c Notes, and (vii) be entitled then, on a pro rata basis, to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the benefits Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this Agreement note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other Credit Documents. money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is transferable on the note register kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this note for transfer at the designated corporate trust office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer, including Annex 1 and Annex 3 to Appendix C to the Indenture, in form satisfactory to the Indenture Trustee duly executed by, the Registered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. The Class A-5a Notes have not been registered or qualified under the Securities Act of 1933, as amended (d) Each Lender will note on its internal records the amount "Securities Act"), or any state securities law. No transfer, sale, pledge or other disposition of any Class A-5a Note, or any interest therein, shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act, or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is made without registration or qualification, the Indenture Trustee shall require, in order to assure compliance with such laws, that the prospective transferor and transferee each Loan certify to the Issuer and the Indenture Trustee in writing the facts surrounding the transfer. Such certifications shall be substantially in the forms of Annex 1 and Annex 3 to Appendix C to the Indenture. Such certifications shall be deemed to have been made by it the transferor and each payment in transferee with respect thereof and prior to any transfer of any an interest in a Class A-5a Note that is in book-entry form. None of its the Issuer, the Administrator, the Eligible Lender Trustee or the Indenture Trustee is obligated to register or qualify the Class A-5a Notes will endorse on under the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Securities Act or any error in other securities law or to take any action not otherwise required under the Indenture to permit the transfer of Class A-5a Notes, or interests therein, without registration or qualification. Any registered owner of a Class A-5a Note desiring to effect such notation shall transfer is hereby deemed to have indemnified the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee against any liability that may result if the transfer is not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 so exempt or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby is not made in accordance with such applicable federal or state laws. Notwithstanding the requirements foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this Agreementnote for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any such agent shall be affected by notice to the contrary. To the extent permitted by the Indenture, modifications or alterations of the Indenture and any supplemental indenture may be made with the consent of less than all of the Registered Owners of the Series 2004-2 Notes then outstanding or without the consent of any of such Registered Owners (by reason of a change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the maturity date, Stated Maturity, amount, Quarterly Distribution Date, or rate of interest on any outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not in have the right to demand payment of this note or any way affect the security interest hereon out of funds raised or guaranties therefor provided pursuant to the various Credit Documentsbe raised by taxation. Any Lender which does capitalized term used herein and not otherwise defined herein shall have a Note evidencing its outstanding Loans shall in no event be required the same meaning ascribed to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note term in the appropriate amount or amounts Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Nebraska to evidence such Loanshappen, exist, and be performed precedent to and in the issuance of this note, and the passage of said resolution and the execution of said Indenture, have happened, exist and have been performed as so required.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made to the Borrower by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall14.10(d) and, if requested by such Lendersubject to the provisions of Section 2.04(c), also shall be evidenced by a Revolving promissory note substantially in the form of Exhibit C with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to time, a “Note”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount principal amount of the Loan of such Lender on the date of the issuance thereof and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, for herein and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties Guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, that Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.07(c) and, if requested by such Lendersubject to the provisions of Section 2.05(g), also shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), (ii) if Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) [Reserved.] (c) The Revolving Note issued to each RL Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final Revolving Loan Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the respective Incremental Term Loans made by such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement for such Tranche of Incremental Term Loans (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender at such time for such Tranche of Incremental Term Loans), (iv) mature on the Incremental Term Loan Maturity Date for such Tranche of Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (eg) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hf). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. In addition to the Note described in Section 2.1 hereof, a Note or Notes in an aggregate principal amount equal to the principal amount of any Additional Bonds will be executed and delivered by the Borrowers in a form substantially similar to the form of the Note attached hereto as Exhibit A, with the necessary and appropriate variations, omissions and insertions as permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) Each Borrower’s obligation Provide for payments of interest equal to pay the principal of, and payments of interest on, on the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note.corresponding Bonds; (b) The Revolving Note issued require payments and/or prepayments of principal and any premium equal to each Lender that has a Commitment or outstanding Loans shall (i) mature the payments of principal and/or sinking fund payments and any premium on the Final Maturity Datecorresponding Bonds; (c) require all payments on such Notes to be made on or prior to the due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain conversion options, (ii) bear interest as provided in the appropriate clause of Section 2.08 optional and mandatory prepayment provisions and provisions in respect of the Base Rate Loans conversion options, optional and Euro Rate Loans, mandatory (e) be on a parity with all other Notes theretofore or thereafter executed and delivered by the Borrowers pursuant to this Agreement as the case same may bebe amended or supplemented in connection with issuance of any Bonds. Upon payment in full of the principal of and interest and any premium on any or all Bonds, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01whether at maturity or by redemption or otherwise, and mandatory repayment as provided in Section 5.02the surrender thereof to, and (iv) cancellation thereof by, the Trustee, or upon provision for the payment thereof having been made in accordance with the provisions of the Indenture, the Notes, issued concurrently with such Bonds, of the same maturity, bearing the same interest rate and in an amount equal to the aggregate principal amount of such Bonds so surrendered and cancelled or for the payment of which provision has been made, shall be deemed fully paid and the obligations of the Borrowers thereunder terminated and such Notes shall be cancelled and surrendered by the Issuer or the Trustee to the Borrowers. Notwithstanding the previous sentence, in the event that moneys sufficient for such payment have been paid to the Trustee by the Letter of Credit Bank, the Trustee shall upon written instructions of the Letter of Credit Bank assign all of its right, title and interest in and to the Notes, together with the Mortgage, to the Letter of Credit Bank. The Borrowers hereby agree and consent to such an assignment without defense or set-off by reason of any dispute between the Borrowers and the Trustee. Unless the Borrowers are entitled to the benefits a credit under express terms of this Agreement and or the other Credit Documents. (c) The Swingline Indenture, all payments on each Note issued to shall be in the Swingline Lender full amount required thereunder. Each Note shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, Issuer and shall not in any way affect be negotiated by the security or guaranties therefor provided pursuant Issuer, except to effect assignment thereof to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required Trustee and to make any successor trustee under the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansIndenture.

Notes. (a) Each Borrower’s The obligation of each Borrower to pay the principal of, and interest on, the Syndicated Loans made by each Lender Bank to such Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by such Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Syndicated Note" and, collectively, the "Syndicated Notes"). (b) The Revolving Syndicated Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) mature on be payable to such Bank and be dated the Final Maturity Restatement Date, (ii) mature, with respect to each Loan evidenced thereby, in the case of a Eurocurrency Rate Loan, on the last day of its Interest Period, and in the case of a Base Rate Loan, on the Commitment Termination Date, (iii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Credit Agreement Loans and Euro Eurocurrency Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, thereby and (iv) be entitled to the benefits of this Agreement and the other Credit DocumentsGuaranty. (c) [Intentionally Omitted] (d) The Swingline obligation of each Borrower to pay the principal of, and interest on, the Competitive Bid Loans made by any Bank to such Borrower shall be evidenced by a promissory note duly executed and delivered by the relevant Borrower substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a "Competitive Bid Note" and, collectively, the "Competitive Bid Notes"). The Competitive Bid Note issued to the Swingline Lender any Bank shall (i) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Restatement Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (vii) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 2.13 and (viiiii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such LoansGuaranty. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery The obligation of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable each Borrower to pay the principal of, and interest on, the Swingline Loans (and all related Obligations) incurred made by the Swingline Bank to such Borrower which would otherwise shall be evidenced thereby by a promissory note duly executed and delivered by the relevant Borrower substantially in accordance the form of Exhibit B-4 with the requirements of this Agreementblanks appropriately completed in conformity herewith (each, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans"Swingline Note" and, collectively, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans."Swingline Notes"

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) Revolver A Note appropriately completed in substantially the form of EXHIBIT A-1, a Revolver B Note appropriately completed in substantially the form of EXHIBIT A-2 and a Bid Loan Note appropriately completed in substantially the form of EXHIBIT A-3. The Revolving Note Notes issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject dated as of the Closing Date (or, in the case of Notes issued pursuant to voluntary prepayment an Assignment and Acceptance, as provided of the effective date thereof), (iv) bear interest in Section 5.01accordance with the provisions of SECTION 2.8, and mandatory repayment as provided in Section 5.02the same may be applicable to the Loans made by such Lender from time to time, and (ivv) be entitled to all of the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued Loan Documents and subject to the Swingline Lender provisions hereof and thereof. Committed Loan Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed equal to such Lender's Revolver A Commitment and Revolver B Commitment, respectively, and Bid Loan Notes shall be in U.S. Dollars) a stated principal amount equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsaggregate Revolver A Commitments. (db) Each Lender will note record on its internal records the amount of each Loan made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Notes, either endorse on the reverse side thereof the outstanding principal amount of the Loans evidenced thereby. Failure thereby as of the date of transfer or provide such information on Annex I to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender to make any such notation recordation or provide any such information, or any error in such notation recordation or information, shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. The Co-Issuers, acting in their sole discretion, shall have the option to prepay all or part of the Aggregate Outstanding Principal Amount of one or more Classes of the Series 2007-1 Notes (aan “Optional Prepayment”) Each Borrower’s obligation on any Payment Date at the accrued and unpaid interest on and portion of the Aggregate Outstanding Principal Amount of the Class or Classes of Series 2007-1 Notes to be repaid; provided, that any partial prepayment of the Series 2007-1 Notes that would cause Assured Guaranty to cease to be the Aggregate Controlling Party shall require the prior written consent of Assured Guaranty. In order to effect an Optional Prepayment in whole or in part of one or more Classes of the Series 2007-1 Notes: (i) the Co-Issuers must give notice of their election to prepay to the Indenture Trustee, the affected Noteholders, the Rating Agencies, the Series 2007-1 Class A Insurer and the Servicer, in accordance with the prepayment notice provisions set forth in Section 4.7(f) hereof; (ii) the amount on deposit in the related Principal Payment Account that is allocable to the Series 2007-1 Notes to be prepaid must be sufficient to pay the principal ofamount of the Series 2007-1 Notes to be prepaid and the Series 2007-1 Make-Whole Amount, if applicable; (iii) the amounts on deposit in the related Interest Payment Accounts that is allocable to the Series 2007-1 Notes to be prepaid must be sufficient to pay the accrued and unpaid interest on the Series 2007-1 Notes to be prepaid (other than the Series 2007-1 Contingent Additional Interest, if any, and interest onthe Series 2007-1 Post-ARD Contingent Additional Interest, if any); (iv) the Accrued Insurer Premium Amount, the Loans made by each Lender shall Insurer Expense Amount, the Insurer Reimbursement Amount and the Insurer Make-Whole Premium, if any, must be evidenced paid in the Register maintained by the Administrative Agent full pursuant to Section 13.15 the Priority of Payments, in each case on the related Optional Prepayment Date; and shall(v) if the Co-Issuers elect to optionally prepay all or part of the Aggregate Outstanding Principal Amount of the Series 2007-1 Class M-1 Notes (or the Subordinated Notes of any other Series of Notes Outstanding) without the payment in full of the Series 2007-1 Senior Notes and all other Senior Notes Outstanding, if requested by such Lenderthe following conditions are satisfied, also be evidenced by a Revolving Note. (b) The Revolving Note issued as certified to the Indenture Trustee in an Officer’s Certificate of each Lender that has a Commitment or outstanding Loans shall of the Co-Issuers: (i) mature on the Final Maturity Optional Prepayment Date occurs not later than the first Payment Date following the fourth anniversary of the Series 2007-1 Closing Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans no Rapid Amortization Event or Potential Rapid Amortization Event has occurred and Euro Rate Loans, as the case may be, evidenced thereby, is continuing and (iii) be subject the Three-Month DSCR (without giving effect to voluntary prepayment as provided any equity contributions otherwise included in Section 5.01, and mandatory repayment as provided in Section 5.02, and (ivthe calculation of Net Cash Flow) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) is at least equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount Three-Month DSCR as of the Swingline Loans evidenced thereby from time Series 2007-1 Closing Date (after giving effect to time, (iv) mature the issuance of the Series 2007-1 Notes on the Swingline Expiry Series 2007-1 Closing Date). For so long as any Class of Series 2007-1 Notes is listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, (v) bear interest as provided in the appropriate clause Indenture Trustee shall deliver written notice of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled an Optional Prepayment of such Class of Series 2007-1 Notes to the benefits of this Agreement and Irish Paying Agent (for notification to the other Credit Documents. Irish Stock Exchange) at least ten (d10) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and days prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such LoansOptional Prepayment Date. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by each ----- Lender hereunder shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a single Revolving Credit promissory note substantially in the form of Exhibit A-1 hereto (each a "Revolving Credit Note" --------------------- and collectively the "Revolving --------- Credit Notes") in the face amount of each such Lender's Commitment, payable to ------------ the order of each such Lender, duly executed by the Borrower and dated the Closing Date. (b) The Revolving Note issued to Term Loans made by each Lender that has hereunder shall be evidenced by a Commitment or outstanding promissory note substantially in the form of Exhibit A-2 (each a "Term ---- Note") in the face amount of such Lender's Term Loan Commitment, payable to the order of such Lender, duly executed on behalf of the Borrower and dated the date hereof. The principal amount of the Term Loans as evidenced by the Term Notes shall (i) mature be payable in quarterly installments of $1,578,950 payable on the Final Maturity Datelast Business Day of each March, (ii) bear interest as provided in June, September and December commencing on the appropriate clause last Business Day of Section 2.08 in respect September 1998 with the balance of the Base Rate Term Loans and Euro Rate Loanspayable in full on July 9, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents2002. (c) The Swingline Note issued to Each of the Swingline Lender Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in bear interest on the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest balance thereof as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided set forth in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement 2.5 hereof. Each Lender and the other Credit Documents. (d) Each Lender will note Administrative Agent on its internal records behalf is hereby authorized by the Borrower, but not obligated, to enter the amount of each Loan made by it and the amount of each payment or prepayment of principal or interest thereon in respect thereof and prior to any transfer of any of its Notes will endorse the appropriate spaces on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything on an attachment to the contrary contained above in this Section 2.05 or elsewhere in this AgreementNotes; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure -------- ------- of any Lender or the Administrative Agent to request set forth such Loans, principal payments or obtain a Note evidencing its Loans to any Borrower other information shall affect or not in any manner impair affect the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence repay such Loans.

Notes. (a) Each The Borrower’s obligation 's obligations to pay the principal of, amount of and interest on, on the Loans made by each Lender Fundings shall be evidenced in by the Register maintained by Lender Note payable to the order of the Lender, and the Parallel Note payable, to the order of the Bank Agent, for the pro rata benefit of the Parallel Lenders. The Borrower hereby irrevocably authorizes the Administrative Agent pursuant (and the Administrative Agent hereby agrees to Section 13.15 accept such designation and shall, if requested by to make the notations to the grid attached to the Lender Note as described below) or the Bank Agent (and the Bank Agent hereby agrees to accept such Lender, also be evidenced by a Revolving Note. (b) The Revolving designation and to make the notations to the grid attached to the Parallel Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loansdescribed below), as the case may be, evidenced therebyto make (or cause to be made) appropriate notations on the grid attached to the Lender Note or the Parallel Note, as applicable (iii) be subject or on a continuation of such grid attached to voluntary prepayment as provided in Section 5.01each Note, and mandatory repayment made a part thereof), or (at the Administrative Agent's or Bank Agent's, as provided the case may be, option) in Section 5.02the records of the Administrative Agent or the Bank Agent, and (iv) be entitled to as the benefits of this Agreement case may be, which notations shall evidence, inter alia, the date and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated original principal amount of each Funding, the amount of each payment made on account of such principal amount and the principal amount of each Note remaining outstanding. The notations on such grids (expressed and on each such continuation) or in U.S. Dollars) equal to such records, as the relevant Maximum Swingline Amount and be payable in case may be, indicating the outstanding principal amount of the Swingline Loans evidenced thereby from time to timeFundings shall, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause absence of Section 2.08manifest error, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits conclusive evidence of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure thereof (and the Surety Provider may rely on the same), but the failure to make record any such notation amount on such grid (or any error on such continuation) or in such notation records shall not limit or otherwise affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower hereunder or under the Notes to pay make payment of the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby principal amount of or interest on the Fundings in accordance herewith or to take any other action with respect thereto in accordance with the requirements of this Agreement, Agreement and such failure to record such amounts shall not in any way affect increase the security or guaranties therefor provided pursuant to liability of the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans Surety Provider, it being understood that the Surety Provider shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lendernot, at such Borrower’s expenseany time, be liable for principal payments under the requested Note Surety Bond in an amount greater than the appropriate amount or amounts to evidence such Loanscurrent Outstanding Principal.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest onIf requested by any Bank, the Loans made by each Lender Term Loan of such Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving single Note made by the Borrower payable to the order of such Bank for the account of its Applicable Lending Office. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Term Loan evidenced by such a Note is paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (b) The Revolving Upon receipt of each Bank’s Note issued pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record on its Note or in the accounts and records of each Lender that has a Commitment Bank, the date, amount, type and maturity of the Term Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or outstanding Loans shall (i) mature enforcement of its Note, endorse on the Final Maturity Date, (ii) bear interest as appropriate schedule appropriate notations to evidence the foregoing information with respect to such Term Loan then outstanding; provided in that the appropriate clause failure of Section 2.08 in respect any Bank to make any such recordation or endorsement shall not affect the obligations of the Base Rate Loans Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and Euro Rate Loans, to attach to and make a part of its Note a continuation of any such schedule as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documentswhen required. (c) The Swingline Note issued to Term Loans shall mature, and the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount thereof shall be due and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timepayable, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount There shall be no more than five (5) Groups of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which are Euro-Dollar Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender on the Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be in a stated principal amount equal to the Commitment of such Lender on the date of the issuance thereof) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. To further evidence its obligation to repay the Loan, with interest accrued thereon, at the request of IDB, the Borrowers shall issue and deliver to IDB, on each Disbursement Date and prior to each Disbursement pagarés subject to Argentine law substantially in the form of Exhibit 8 (aForm of A Loan Promissory Note) Each Borrower’s and Exhibit 9 (Form of B Loan Promissory Note) (collectively, the Notes) in respect of each of the A Loan Disbursement and the B Loan Disbursement, respectively. The Notes shall be valid and enforceable as to their principal amount to the extent of the aggregate amounts disbursed and then outstanding hereunder and, as to interest, to the extent of the interest accrued thereon in accordance with the terms of this Agreement. The Borrowers’ obligation to pay the principal of, and interest on, the Loans made by each Lender Loan shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on Notes evidencing principal as provided below (which at IDB’s request at any time after the Final Maturity Datethird anniversary of the issuance thereof shall be replaced by newly issued Notes for the then outstanding principal amount of the Loans evidenced by the newly issued Notes), and (ii) bear Notes evidencing interest on such Loan (for each applicable Interest Period), in each case duly executed and delivered by the Borrowers. The Borrower shall execute Notes after the Acceptance Date and as a condition of the Effective Date in replacement of the Notes evidencing the principal of the A Loan as of the Acceptance Date with Notes reflecting the amended terms of the A Loan which will be effective as of the Effective Date, provided that, with respect to the Notes evidencing the principal of the A Loan to be executed in the appropriate clause Province of Section 2.08 Santa Fe, the Borrower shall only be required to execute such replacement Notes not more than 30 days prior to the expiry of the existing Notes which were executed in the Province of Santa Fe and in respect of the Base Rate Loans and Euro Rate Loans, as principal amount of the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01A Loan outstanding on such date only, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Borrower agrees that it will ensure that such Notes are issued by such date. Each Note issued to the Swingline Lender shall (i) be non-negotiable (“no a la orden”), payable on demand (“a la vista”) to the Swingline Lender or its registered assigns and order of IDB, (ii) in the case of Notes evidencing principal, be dated the Closing date of the relevant Disbursement Date, and in the case of Notes evidencing interest, be dated the first date of the relevant Interest Period, (iii) in the case of Notes evidencing principal, be in an amount equal to the amount to be disbursed, and in the case of each Note evidencing interest, be in a stated principal amount (expressed in U.S. Dollars) equal to all accrued and unpaid interest hereunder in respect of such Loan from the relevant Maximum Swingline Amount and be payable date of such Note plus all interest that will accrue in respect of such Loan during the outstanding principal amount of the Swingline Loans evidenced thereby from time to timeInterest Period covered by such Note, (iv) mature on the Swingline Expiry Date, (v) bear default interest as provided in the appropriate clause of Section 2.083.12, and (viv) be subject signed by a duly authorized representative on behalf of each Borrower, and such signature and the capacity of each such representative shall be certified by an Argentine notary public. Upon repayment in full of the principal of the Loan, IDB shall return the Note that reflects that such principal has been paid, to voluntary prepayment as provided the Borrowers marked “cancelled”. On the first Business Day of each Interest Period after the initial Interest Period applicable to a Loan, the Borrowers shall execute and deliver to IDB a Note evidencing interest payable hereunder in Section 5.01 and mandatory repayment as provided respect of the Interest Period for such Loan covered by such Note, appropriately completed to include the information specified in Section 5.02 and (vii) this Section, which Note shall, to the extent that the Borrowers have paid all interest accrued during the preceding Interest Period, replace the Note then in existence evidencing such interest. Upon the receipt of such new Note, IDB shall return the Note which has been replaced to one or more of the Borrowers marked “cancelled”; provided, however, that if the Borrowers fail to replace such Note evidencing interest but nonetheless pay all interest accrued during the preceding Interest Period, IDB shall be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records retain such Note and, if applicable, claim the amount of each Loan made by it and each payment interest that may accrue in respect thereof and prior to any transfer the following Interest Period. Neither the execution, delivery, participation or assignment of any Note, or the commencement of its Notes will endorse on any procedure (whether out-of-court or in court) or exercise of any remedy in connection with any Note, nor the reverse side thereof the outstanding principal amount total or partial collection of Loans evidenced thereby. Failure any Note shall be deemed to make be a waiver of any such notation or any error in such notation shall not affect any Borrower’s obligations in respect right of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in IDB under this Agreement, or an amendment of any term or condition of this Agreement, including with respect to the governing law of this Agreement. The rights and claims of IDB under the Notes shall only be delivered to Lenders which at not replace or supersede any time specifically request the delivery rights and claims of such Notes. No failure IDB under this Agreement; provided, however, that payment of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations part of the applicable Borrower to pay the Loans (and all related Obligations) incurred by principal of any such Borrower which would otherwise be evidenced thereby Note in accordance with the requirements terms of this AgreementAgreement shall, to the extent that such payment would discharge the Borrowers’ obligations under this Agreement in respect of the payment of the principal or interest of the Loan evidenced by such Note, discharge such obligation pro tanto. Upon receipt by the Borrowers of a certificate of IDB certifying as to, and shall not in any way affect the security or guaranties therefor provided pursuant indemnities from IDB satisfactory to the various Credit DocumentsBorrowers in respect of any claim, loss or expense arising out of, the loss, theft, destruction or mutilation of any Note, the Borrowers shall execute and deliver in lieu thereof a new Note dated the same date and in the same principal amount as the Note so replaced. Any Lender which does not have a Notwithstanding discharge in full of any Note, if the amount (including, without limitation, default interest) paid or payable to IDB under such Note evidencing its outstanding Loans shall (whether arising from the enforcement thereof in no event be required Argentina or otherwise, including, without limitation, any shortfall of such amount paid in US Dollars caused by the application of Argentine foreign exchange regulations) is less than the amount due and payable to make IDB in accordance with this Agreement with respect to the notations otherwise described in preceding clause (h)Loans, or any portion thereof, evidenced by such Note, the Borrowers agree, to the fullest extent they may effectively do so, to pay to IDB upon demand the difference. At any time when any Lender requests IDB’s request, each of the delivery of a Note to evidence any of its Loans, the applicable Borrower Borrowers shall promptly execute and deliver new Notes satisfactory to IDB to substitute for the Notes previously delivered to IDB other than any Note returned by IDB to the relevant LenderBorrowers marked “cancelled”, at provided that the Borrowers shall have previously or simultaneously received the Notes in substitution for which IDB requests such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansnew Notes.

Notes. (a) Each Borrower’s 's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender Bank to such Borrower shall be evidenced set forth in the Register maintained by the Administrative Agent pursuant to Section 13.15 12.17(b) and shall, if requested by such Lenderany Bank, also be evidenced by a promissory note duly executed and delivered by such Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued by each Borrower to each Lender that has a Commitment or outstanding Loans Bank shall (i) be payable to the order of such Bank and be dated the First Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iii) mature on the Final such Bank's Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 1.09 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiiv) be subject to voluntary prepayment as provided in Section 5.013.01, and mandatory repayment as provided in Section 5.023.02, and (ivvi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Revolving Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Revolving Notes will endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Failure to make any such notation (or any error in such notation notation) shall not affect any Borrower’s 's obligations in respect of such Revolving Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans Loan made by each Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained by form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) "Notes"). The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan made by such Lender on the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding principal amount of the Loan of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.01, and mandatory repayment as provided in Section 5.02 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such LoansLoan. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note", and collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has Bank with a Revolving Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns Bank and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation notation) shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.15 and shall, if requested by such LenderLender as provided below, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). Coincident with the delivery of an Incremental Commitment Agreement for acceptance and registration of the provision of an Incremental Commitment, or as soon thereafter as practicable, new Notes, as the case may be, shall be issued to the respective Incremental Lender at the request of such Incremental Lender. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and and, prior to any transfer of any of its Notes Notes, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall (at its expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by each Lender the Lenders shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note of the Borrower, substantially in the form of Exhibit A-1, in the case of Tranche A Loans (each, a "Tranche A Note. "), or Exhibit A-2, in the case of Tranche B Loans (each, a "Tranche B Note"), with appropriate insertions as to payee, date and principal amount, payable to the order of the Administrative Agent for the ratable benefit of the Lenders and in a principal amount equal to the lesser of (a) the initial aggregate Commitments of the Lenders and (b) The Revolving Note issued to each Lender that has a Commitment the aggregate unpaid principal amount of all Tranche A Loans or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Tranche B Loans, as the case may be, evidenced therebymade by the Lenders. The Administrative Agent is hereby authorized to record the date, (iii) be subject the Borrowing Tranche and amount of the Revolving Credit Loans made by the Lenders, each continuation thereof, each conversion of all or a portion thereof to voluntary another Borrowing Tranche, the date and amount of each payment or prepayment as provided of principal thereof and, in Section 5.01the case of Revolving Credit Loans with Euro-Rate Option, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Note, and mandatory repayment as provided any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure to make any such recordation or any error in Section 5.02, and (iv) be entitled to such recordation shall not affect the benefits of this Agreement and the other Credit Documents. (c) The Swingline Borrower's obligations hereunder or under such Note. Each Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Omnibus Amendment Effective Date, (iiiii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Maturity Date and (viiiii) be entitled to provide for the benefits payment of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby interest in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansSection 4.1.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Expiry Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of BTCo and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08, Base Rate Loans evidenced thereby and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced set forth in the Register maintained by the Administrative Agent pursuant to Section 13.15 11.15 and shall, if requested by such any Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower and the Guarantors substantially in the form of Exhibit A, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower and the Guarantors, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loans made by such Lender on the Borrowing Date and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.06, (vi) be subject to voluntary prepayment as provided in Section 5.01 2.01, mandatory repayments as provided in Sections 2.02(c) and (d) and mandatory repayment offers to prepay as provided in Section 5.02 2.02(a) and (b), and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such LenderLender as provided below, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit M, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and and, prior to any transfer the surrender of any of its Notes a Note pursuant to Section 13.15, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall (at its expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender Bank or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Facility A Loans made (or continued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained by form of Exhibit A-1 hereto, dated the Administrative Agent pursuant Effective Date, payable to Section 13.15 such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and shall, if requested by such Lender, also be evidenced by a Revolving Noteotherwise duly completed. (b) The Revolving Note issued to each Lender that has a Commitment Facility B Loan made (or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loanscontinued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-2 hereto, evidenced therebydated the Effective Date, (iii) be subject payable to voluntary prepayment as provided such Lender in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled a principal amount equal to the benefits amount of this Agreement its Facility B Commitment as originally in effect and the other Credit Documentsotherwise duly completed. (c) The Swingline Note issued to the Swingline Lender shall date, amount, Type, interest rate and duration of Interest Period (iif applicable) be payable to the Swingline Lender or its registered assigns of each Loan of each Class made by each Lender, and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount each payment made on account of the Swingline principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans evidenced thereby from time to timeof such Class held by it, (iv) mature endorsed by such Lender on the Swingline Expiry Date, (v) bear interest as provided schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of the appropriate clause of Section 2.08, (vi) Loans to be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsevidenced by such Note. (d) Each No Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior shall be entitled to any transfer of any of have its Notes will endorse on the reverse side thereof the outstanding principal amount subdivided, by exchange for promissory notes of Loans evidenced thereby. Failure to make any such notation lesser denominations or otherwise, except in connection with a permitted assignment of all or any error in such notation shall not affect any Borrower’s obligations in respect portion of such LoansLender's relevant Commitments, Loans and Notes pursuant to Section 12.06(b) hereof. (e) Notwithstanding anything the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Facility B Loans held by such Lender under this Agreement. Loans recorded on the Register ("REGISTERED LOANS") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the contrary contained above in this Section 2.05 or elsewhere in this AgreementCompany. The Company agrees, Notes shall only be delivered to Lenders which at any time specifically the request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair that is the obligations holder of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Registered Loans, the applicable Borrower shall promptly to execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note Lender a promissory note in the appropriate amount or amounts registered form to evidence such LoansRegistered Loans (i.e. containing the optional registered note language as indicated in Exhibit A-2 hereto) and registered as provided in Section 12.06(g) hereof (herein, a "REGISTERED NOTE"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender if and to the principal ofextent that such Lender has a Commitment as of date of request, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender's Loans, also be evidenced by Borrowers will execute and deliver to such Lender a Revolving Note, Term Note, Equipment Loans Note, Term B Notes and/or Equipment Facility B Loans Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Note" and, collectively, the 'Notes"), payable to the order of such Lender and in a principal amount equal to such Lender's Revolving Credit Commitment, Term Loan Commitment, Equipment Loan Commitment, Equipment Facility B Loan Commitment, Term Loan B Commitment and/or Term Loans C Commitment, as applicable. Each Note shall (x) be dated the date the applicable Commitment became effective, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers' obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans and Borrowers' obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. books and records of Agent and the Term Loan Lenders. The Equipment Loans and Borrowers' obligation to repay the same shall be evidenced by the Equipment Loans Notes, this Agreement and the books and records of Agent and the Equipment Loan Lenders. The Term Loans B and Borrowers' obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. The Equipment Facility B Loans and Borrowers' obligation to repay the same shall be evidenced by the Equipment Facility B Loans Notes, this Agreement and the books and records of Agent and the Equipment Loan Lenders. The Term Loans C and Borrowers' obligation to repay the same shall be evidenced by the Term C Notes, this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender's share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers' obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal ----- of, and interest on, all the Loans made to the Borrower by each Lender Bank shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.17 and, if requested by such Lendersubject to the provisions of Section 1.05(e), also shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender BTCo or its registered assigns and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the outstanding Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it to the Borrower and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Revolving Notes and the Swingline Note shall only be delivered to Lenders Banks which at any time specifically request the delivery of such Notes. No failure of any Lender Bank to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hd). At any time when any Lender Bank requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Bank the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Final Maturity Date, (iivi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.07, (iiivii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 5.01 and 5.02 and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each Borrower’s 's obligation to pay the principal ----- of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued by each Borrower to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by such Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued by MMI to the Swingline Lender Bank shall (i) be executed by MMI, (ii) be payable to the Swingline Lender Bank or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s the Borrowers' obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation Bank may, by notice to pay the principal ofBorrower and the Administrative Agent, request that its various Dollar Term Loans, Multicurrency Revolving/Term Loans, Revolving Credit Loans and interest on, the Swingline Loans made by each Lender shall be evidenced by separate Notes, each in an amount equal to the Register maintained aggregate unpaid principal amount of the applicable Loans. Any additional costs incurred by the Administrative Agent pursuant to Section 13.15 Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and shall, if requested expense of the Bank requesting such Note. In the event any Loans evidenced by such Lendera Note are paid in full prior to the Maturity Date, also any such Bank shall return such Note to the Borrower. Each such Term Loan Note shall be evidenced by a in substantially the form of Exhibit G-1 hereto, each such Multicurrency Revolving/Term Loan Note shall be substantially in the form of Exhibit G-2 hereto, each such Revolving Credit Loan Note shall be in substantially the form of Exhibit G-3 hereto and each such Swingline Loan Note shall be in substantially the form of Exhibit G-4. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be returned to the Borrower and replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (b) The Revolving Note issued Upon receipt of any Bank’s Note(s) pursuant to each Lender that has a Commitment or outstanding Loans Section 3.1(a), the Administrative Agent shall (iforward such Note(s) mature on to such Bank. Such Bank shall record the Final Maturity Datedate, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans amount, currency, Type and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note(s), endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to pay endorse its Note(s) and to attach to and make a part of its Note(s) a continuation of any such schedule as and when required. (c) The Term Loans and Revolving Credit Loans shall mature, and the principal amount thereof shall be due and payable, on the Maturity Date. The Swingline Loans (shall mature, and all related Obligations) incurred by such Borrower which would otherwise the principal amount thereof shall be evidenced thereby due and payable, in accordance with the requirements Section 2.4(b)(iii). (d) There shall be no more than ten (10) Euro-Currency Group of this Agreement, and shall not in Loans outstanding at any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Final Term Loan Maturity Date, (iivi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.07, (iiivii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 5.01 and 5.02 and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each The Loan made to each Borrower’s , and such Borrower's obligation to pay the principal ofrepay such Loan, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving single Note issued by such Borrower to each Lender the Agent (for the benefit of all of the Lenders sharing in the Loan to such Borrower), which shall provide, among other things, that has a Commitment or outstanding Loans shall (i) mature such Note shall mature, and the outstanding principal amount thereof and the unpaid accrued interest thereon shall be due and payable, on the Final Maturity Date, (ii) bear such Borrower shall pay interest on the unpaid principal amount of the Loan made to such Borrower from the Closing Date until such principal amount is paid in full, payable to the Agent, for the benefit of the Lenders, in arrears on each Interest Payment Date at the rate as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebyNote, (iii) such Note shall be subject prepayable at the option of the Borrower as and to voluntary prepayment as the extent provided in Section 5.01, and mandatory repayment as provided in Section 5.02, the Note and (iv) any such prepayments shall be entitled subject to the benefits payment of this Agreement an Early Payment Fee and related fees as set forth in the other Credit Documents. Note. All interest payments and prepayments in respect of any Loan shall be applied by the Agent among the Lenders on a Pro-rata basis (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in based on each Lender's Pro-rata share of the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsthereof). (db) Each Lender will note on its internal records Upon the amount of each Loan made by it occurrence and each payment in respect thereof and prior to any transfer during the continuance of any Program Event of its Notes will endorse on Default, the reverse side thereof Agent may (and at the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLender, the applicable Borrower shall promptly Agent shall) request that the Borrowers execute and deliver to amended and restated Notes for each Lender in replacement of the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansexisting master Notes.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each, a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has Bank with a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender order of such Bank or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Bank and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment repayment as provided in Section 5.01 3.01, and mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Guaranties and be secured by the Security Documents. (dc) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such the making of an incorrect notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The A Loans made by each Lender to the Lessor shall be ----- evidenced by a note of the Lessor (an "A Note"), substantially in the Register maintained form of ------ Exhibit A-1 with appropriate insertions, and the B Loans made by each Lender to ----------- the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Lessor shall be evidenced by a Revolving note of the Lessor (a "B Note. (b") The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided substantially ------ in the form of Exhibit A-2 with appropriate clause insertions, each duly executed by ----------- the Lessor and payable to the order of Section 2.08 such Lender and in respect a principal amount equal to the A Percentage of such Lender's Commitment Percentage of the Base Rate aggregate Commitments and the B Percentage of such Lender's Commitment Percentage of the aggregate Commitments, respectively (or, if less, the aggregate unpaid principal amount of all A Loans and Euro Rate or B Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled made by such Lender to the benefits of this Agreement and the other Credit Documents. (c) Lessor). The Swingline Note issued to the Swingline Lender Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal Date and delivered to the relevant Maximum Swingline Amount and be payable Agent in the outstanding principal amount accordance with Section 3.1 of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Master Agreement. Each Lender will note on its internal records is hereby authorized to record the date and amount of each Loan made by it and each payment in respect thereof and prior such Lender to any transfer of any of its Notes will endorse the Lessor on the reverse side thereof Notes, but the outstanding principal amount of Loans evidenced thereby. Failure failure by such Lender to make any so record such notation or any error in such notation Loan shall not affect or impair any Borrower’s obligations in with respect of such Loans. thereto. Each Note shall (ei) Notwithstanding anything be stated to mature no later than the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered Lease Termination Date and (ii) bear interest on the unpaid principal amount thereof from time to Lenders which time outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementinterest rate per annum determined as provided in, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loanspayable as specified in, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansSection 2.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans of each Tranche made to the Borrower by each Working Capital Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall12.13 and, if requested by such Lendersubject to the provisions of clause (d) of this Section 2.05, also shall be evidenced by a Revolving promissory note substantially in the form of Exhibit I with blanks appropriately completed in conformity herewith (each, a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Working Capital Lender that has a Commitment or outstanding Loans in respect of each Tranche shall (i) be executed by the Borrower and each Guarantor, (ii) be payable to such Working Capital Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Trade Commitment or Compensating L/C Commitment, as the case may be, of such Working Capital Lender and be payable in the principal amount of the outstanding Loans of such Tranche evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 Sections 2.14 and mandatory repayment as provided in Section 5.02 2.16 and (vii) be entitled to the benefits of this Agreement and the other Credit Financing Documents. (dc) Each Working Capital Lender will note on its internal records the amount of each Loan made by it to the Borrower and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof schedule annexed thereto the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Working Capital Lenders which at any time specifically request the delivery of such Notes. No failure of any Working Capital Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligationsobligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to by the various Credit Financing Documents. Any Working Capital Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h)c) of this Section 2.05. At any time when any Working Capital Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Working Capital Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, ----- and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender order of BTCo or its registered assigns and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Borrowers' obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) if Construction Loans and/or Term Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "First Mortgage Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "First Mortgage Notes") and shall, if requested by such Lender, also be evidenced by a Revolving Note.(ii) (ba) The Revolving First Mortgage Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline an MN Lender shall (i) be executed by the Borrowers, (ii) be payable to the Swingline order of such MN Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount MN Commitment of such Lender (or in the case of a new First Mortgage Note issued after the Conversion Date, the Term Loans evidenced thereby at the time of issuance) and be payable in the outstanding principal amount of the Swingline Construction Loans or Term Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) The Revolving Note issued to the RC Lender shall (i) be executed by the Borrowers, (ii) be payable to the order of the RC Lender and be dated the Conversion Date, (iii) be in a stated principal amount equal to the RC Commitment and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s the Borrowers' obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (made and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansrepaid.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender Bank shall be evidenced (i) if Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes") and (ii) if Revolving Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shallBorrower substantially in the form of Exhibit B-2, if requested by such Lender, also be evidenced by with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Term Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Term Loan Commitment of such Bank and be payable in the outstanding principal amount of the Swingline Term Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.01, and mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Guaranties and be secured by the Security Documents. (c) The Revolving Note issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such the making of an incorrect notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and Bank shall, if requested by such Lendersubject to the provisions of Section 3.2(b) below, also be evidenced by a Revolving promissory note of the Borrower in substantially the form of Exhibit A-1 appropriately completed (each, a "Simple Note"; and, collectively and together with any Mexican Notes issued pursuant to Section 3.2(b) below, the "Notes"), in the principal amount of such Bank's Commitment representing the obligation of the Borrower to pay to such Bank the unpaid principal amount of all such Loans made by such Bank pursuant to Section 3.1, plus interest thereon as provided in Sections 3.6 and 3.7. The date and principal amount of each Loan made by such Bank, and the date and amount of each payment or prepayment of the principal amount of each such Loan, shall be recorded by such Bank on the Schedules annexed to its Simple Note and such Schedules shall constitute prima facie evidence of the accuracy of the information so recorded, provided, however, that the failure of any Bank to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Simple Notes. (b) The Revolving Borrower agrees that whenever a Loan is made hereunder, or at any time while a Loan made hereunder is outstanding, upon the request of any Bank holding a Simple Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of any portion of such Loan, the Borrower shall issue to such Bank, against delivery to the Borrower, for cancellation, of such Simple Note, one or more new promissory notes in the form of Exhibit A-2 or Exhibit A-3 hereto appropriately completed (each, a "Mexican Note" and collectively, the "Mexican Notes"), in the respective principal amounts of each portion of the outstanding Loans that are evidenced by the Simple Note. Each Bank acknowledges and agrees that if it requests a Mexican Note in respect of its portion of any Loan hereunder, then it shall be obligated to accept Mexican Notes in respect of its portion of all Loans hereunder, and that the Borrower shall have no further obligation to issue to it any Simple Notes. The Borrower further agrees that if at any time, any Loan outstanding hereunder shall convert from a Base Rate Loans and Euro Loan to a Eurodollar Loan or from a Eurodollar Loan to a Base Rate LoansLoan, as whether at the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount election of the Swingline Loans evidenced thereby from time Borrower or otherwise, the Borrower shall issue to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations Bank holding a Mexican Note in respect of such Loans. (e) Notwithstanding anything Loan, a new Mexican Note that accurately reflects the appropriate interest rate determinant, against delivery to the contrary contained above in this Section 2.05 or elsewhere in this AgreementBorrower, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations for cancellation, of the applicable Borrower to pay Mexican Note that reflected the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanspre-conversion interest rate determinant.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shallBorrower substantially in the form of Exhibit B-2, if requested by such Lender, also be evidenced by a Revolving with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 4.01 and 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender BTCo or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and ----- interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender order of BTCo or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans Term Loan made to it by each Lender shall be evidenced by a promissory note substantially in the Register maintained by form of Exhibit A attached hereto, dated the Administrative Agent pursuant Funding Date and with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). Upon the request of any applicable Lender, the Borrowers shall execute and deliver to Section 13.15 and shallsuch Lender a separate promissory note for each applicable Incremental Term Loan or for the Revolving Loan Facility, each dated the closing date of such Incremental Term Loan or Revolving Loan Facility, or, if requested by later, the date of such request, in the principal amount of such Lender’s pro rata share of such Incremental Term Loan Commitment or Revolving Loan Commitment, also be evidenced by a Revolving Noteas applicable. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans pursuant to clause (a) shall (i) mature on be executed by the Final Maturity DateBorrowers, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender or such Lender’s assigns, (iii) be subject in the stated principal amount equal to voluntary prepayment the Loan made by such Lender on date of such Note, (iv) be payable as provided in Section 5.013.1, and mandatory repayment (v) accrue interest as provided in Section 5.02, 3.2 and (ivvi) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (c) The Swingline Note issued to the Swingline Each Lender shall record in its records the amount and date of (i) be payable the Term Loan made by such Lender to the Swingline Borrowers on the Funding Date and of any Incremental Term Loans or Revolving Loans made by such Lender or its registered assigns to the Borrowers on the respective closing dates therefor, and be dated (ii) each repayment date of the Closing Date, Loans made pursuant to (iii) be in a stated i). The aggregate unpaid principal amount (expressed in U.S. Dollars) equal to so recorded shall, absent manifest error, be conclusive evidence of the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time Loan owing and unpaid. The failure to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make so record any such notation amount or any error in so recording any such notation amount shall not not, however, limit or otherwise affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations Obligations of the applicable Borrower to pay Borrowers hereunder or under the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any repay the principal amount of its Loansthe Loan hereunder, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanstogether with interest accruing thereon.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, of and interest on, on all the Loans made to it by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a promissory note (each, a "Revolving Note" and, collectively, the "Revolving Notes") duly executed and delivered by the Borrower substantially in the form of Exhibit A hereto, with blanks appropriately completed in conformity herewith. (b) The Revolving Note of the Borrower issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such Bank and be payable in the outstanding aggregate principal amount of the Swingline Revolving Loans evidenced thereby from time to timethereby, (iv) mature mature, with respect to each Loan evidenced thereby, on the Swingline Expiry Final Revolving Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and LIBOR Loans, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (dc) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure ; provided, however, that failure to make any such notation or any error in such notation shall not affect the Borrower's or any Borrower’s Credit Party's obligations hereunder or under the other applicable Credit Documents in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.15 and shall, if requested by such LenderLender as provided below, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). Coincident with the delivery of an Incremental Commitment Agreement for acceptance and registration of the provision of an Incremental Commitment, or as soon thereafter as practicable, new Notes, as the case may be, shall be issued to the respective Incremental Lender at the request of such Incremental Lender. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and and, prior to any transfer of any of its Notes Notes, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall (at its expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans any Loan made by each a Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained by form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a "Note"). On the Administrative Agent pursuant Closing Date, to Section 13.15 and shall, if the extent requested by such any Lender, also the existing promissory note held by such Lender shall be evidenced by exchanged for a Revolving new Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns Assignee and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan made or continued by, or assigned to, such Lender, as the case may be, and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature mature, in the case of the Tranche A Loan, on the Swingline Expiry earlier of (A) the date of a Spin-Off of NEG, Inc. and (B) the Date Certain and, in the case of the Tranche B Loan, on the earlier of (A) the date of a Spin-Off of NEG, Inc. and (B) the Tranche B Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.5 in respect of a Base Rate Loan (if converted pursuant to Section 2.7(b)) or a Eurodollar Loan, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.1, and mandatory repayment as provided in Section 5.02 3.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Financing Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such LoansLoan. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans Advances made by each Lender under Section 2.1 hereof shall be ----- evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallRevolving Promissory Note, if requested by which such Lender, also Revolving Promissory Note shall be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Datedated October 13, 1998, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebyBank, (iii) be subject to voluntary prepayment as provided bear interest in accordance with Section 5.01, and mandatory repayment as provided in Section 5.022.5 hereof, and (iv) be entitled in the form of Exhibit A-1 attached hereto with the blanks appropriately completed in conformity herewith. The Revolving Promissory Note shall also support the amount of each Letter of Credit issued pursuant herein. Upon the funding of any Letter of Credit by the Bank, Borrowers shall provide Bank with a Notice of Borrowing in such an amount as is necessary to pay off the funded Letter of Credit. Such Notice of Borrowing shall be given to Bank at most one (1) Business Day after Borrower is notified of the funding upon the Letter of Credit. If the required Notice of Borrowing shall not have been timely received by Bank, Borrowers shall be deemed to have selected the rate set forth in Section 2.5(a) to be applicable to such portion of the Loan necessary to pay off the Letter of Credit and to have given Bank notice of such selection. Notwithstanding the principal amount of the Revolving Promissory Note as stated on the face thereof, the amount of principal actually owing on such Revolving Promissory Note at any given time shall be the aggregate of all Advances theretofore made to Borrower thereunder, less all payments of principal theretofore actually received thereunder by Bank. Bank is authorized, but is not required, to endorse on the schedule attached to the benefits Revolving Promissory Note appropriate notations evidencing the date and amount of this Agreement and each Advance as well as the other Credit Documents. (c) The Swingline amount of each payment made by Borrower thereunder. Advances made under Section 2.1 hereof may also be evidenced by the Short Term Revolving Note, which such Short Term Revolving Note issued to the Swingline Lender shall (i) be dated ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) be payable to the Swingline Lender or its registered assigns and be dated the Closing Dateorder of Bank, (iii) bear interest in accordance with Section 2.5 hereof, and (iv) be in a stated principal amount (expressed the form of Exhibit A-2 attached hereto with the blanks appropriately completed in U.S. Dollars) equal to conformity herewith. Notwithstanding the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature Short Term Revolving Note as stated on the Swingline Expiry Dateface thereof, (v) bear interest as provided in the appropriate clause amount of Section 2.08principal actually owing on such Short Term Revolving Note at any given time shall be the aggregate of all Advances theretofore made to Borrower thereunder, (vi) be subject less all payments of principal theretofore actually received thereunder by Bank. Bank is authorized, but is not required, to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled endorse on the schedule attached to the benefits Short Term Revolving Note appropriate notations evidencing the date and amount of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records each Advance as well as the amount of each Loan payment made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse Borrower thereunder. No Advance shall be made on the reverse side thereof Short Term Revolving Note until such time as there is no availability remaining under the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such LoansRevolving Promissory Note. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination of such Revolving Loan Commitment, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of BTCo and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s Subject to the provisions of Section 1.05(f), the Company's obligation to pay the principal of, and interest on, all the Loans made by each Lender Bank shall be evidenced (i) if Dollar Facility Revolving Loans, by a promissory note duly executed and delivered by the Company substantially in the Register maintained form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Dollar Facility Revolving Note" and, collectively, the "Dollar Facility Revolving Notes"), (ii) if Dual Currency Facility Revolving Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 Company substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Dual Currency Facility Revolving Note" and, collectively, the "Dual Currency Facility Revolving Notes") and shall(iii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Company substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Dollar Facility Revolving Note issued to each Lender that has a Commitment or outstanding Loans Dollar Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dollar Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the Dollar Facility Revolving Loan Commitment of such Dollar Facility Bank and be payable in the principal amount of the Dollar Facility Revolving Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (vii) be entitled to the benefits of this Agreement. (c) The Dual Currency Facility Revolving Note issued to each Dual Currency Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dual Currency Facility Bank, an affiliate designated by such Dual Currency Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Dual Currency Facility Revolving Loan Commitment of such Dual Currency Facility Bank on the date of issuance thereof (or, if issued after the termination of such Dual Currency Facility Revolving Loan Commitment, in an amount equal to the Individual Dual Currency Facility Exposure of the respective Dual Currency Facility Bank), provided that if, because of fluctuations in exchange rates after the Restatement Effective Date, the Dual Currency Facility Revolving Note of any Dual Currency Facility Bank would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans made by such Dual Currency Facility Bank at any time outstanding, the respective Dual Currency Facility Bank may request (and in such case the Company shall promptly execute and deliver) a new Dual Currency Facility Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans of such Dual Currency Facility Bank outstanding on the date of the issuance of such new Dual Currency Facility Revolving Note, (iv) with respect to each Dual Currency Facility Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Dual Currency Facility Revolving Loan was made, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Dual Currency Facility Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (cd) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Company, (ii) be payable to the order of the Swingline Lender Bank or its registered assigns and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (de) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation endorsement shall not affect any Borrower’s the Company's obligations in respect of such Loans. (ef) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders the Banks which at any time specifically request the delivery of such Notes. No failure of any Lender Bank to request or obtain a Note evidencing its Loans to any Borrower the Company shall affect or in any manner impair the obligations of the applicable Borrower Company to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (he). At any time when any Lender Bank requests the delivery of a Note to evidence any of its Loans, the applicable Borrower Company shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Bank the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment, Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment, Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Final Revolving Loan Maturity Date or the Term Loan Maturity Date, as applicable, (iivi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.07, (iiivii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 5.01 and 5.02 and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The A Loans made by each Lender to the Lessor shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving note of the Lessor (an “A Note. (b) The Revolving Note issued to ”), substantially in the form of Exhibit A-1 with appropriate insertions, and the B Loans made by each Lender that has to the Lessor shall be evidenced by a Commitment or outstanding Loans shall note of the Lessor (ia “B Note”) mature on the Final Maturity Date, (ii) bear interest as provided substantially in the form of Exhibit A-2 with appropriate clause of Section 2.08 in respect insertions, each duly executed by the Lessor and payable to the order of the Base Rate Agent, on behalf of the Lenders, and in a principal amount equal to the A Percentage of the aggregate Commitments and the B Percentage of the aggregate Commitments, respectively (or, if less, the aggregate unpaid principal amount of all A Loans and Euro Rate or B Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled made by the Lenders to the benefits of this Agreement and the other Credit Documents. (c) Lessor). The Swingline Note issued to the Swingline Lender Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Initial Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal Date and delivered to the relevant Maximum Swingline Amount and be payable Agent in the outstanding principal amount accordance with Section 3.2 of the Swingline Loans evidenced thereby from time Master Agreement. The Agent is hereby authorized to time, (iv) mature on record the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 date and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it each Lender to the Lessor on the Notes or in its records, and each payment in respect thereof Lender is hereby authorized to record the date and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure each Loan made by such Lender to make any such notation the Lessor in its records, but the failure by the Agent or any error in Lender to so record such notation Loan shall not affect or impair any Borrower’s obligations in with respect thereto. Each Note shall (i) be stated to mature no later than the final Lease Termination Date and (ii) bear interest from the date a Loan is made on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.4. Upon the occurrence of such Loans. an Event of Default under clause (ef) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations Article XII of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementLease, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise upon Acceleration as described in preceding clause (h). At any time when any Lender requests the delivery of a Section 4.3(b) hereof, each Note to evidence any of its Loans, the applicable Borrower shall promptly execute automatically become due and deliver to the relevant Lender, at such Borrower’s expense, the requested Note payable in the appropriate amount or amounts to evidence such Loansfull.

Notes. (ai) Each Borrower’s The Borrowers' joint and several obligations to pay the principal of, and interest on, the Calibur Consolidated Loan shall be evidenced by an amended, restated and consolidated promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit B-1 (the "A Note") and (ii) the Borrowers' joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender Consolidated Bridge Loan shall be evidenced by an amended, restated and consolidated promissory note duly executed and delivered by the Borrowers substantially in the Register maintained by form of Exhibit B-2 hereto (the Administrative Agent pursuant to Section 13.15 "B Note," and shalltogether with the A Note, if requested by such Lender, also be evidenced by a Revolving Notethe "Notes") with blanks appropriately completed in conformity herewith. (b) The Revolving A Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be payable by the Borrowers to the order of the Lender and be dated the Closing Date, (ii) be in a stated principal amount of $4,200,000, (iii) mature on the Final Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.5, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (ivv) be entitled to the benefits of this Agreement and the other Credit DocumentsDocuments pari passu with the B Note, and (vi) be guaranteed by the Guarantor. (c) The Swingline B Note issued to the Swingline Lender shall (i) be jointly and severally payable by the Borrowers to the Swingline order of the Lender or its registered assigns and be dated the Closing Date, (iiiii) be in a stated principal amount (expressed in U.S. Dollars) equal of up to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time$2,800,000, (iviii) mature on the Swingline Expiry Maturity Date, (viv) bear interest as provided in the appropriate clause of Section 2.082.5, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viiv) be entitled to the benefits of this Agreement and the other Credit DocumentsDocuments pari passu with the A Note. (d) Each The Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof of each of the A Note and the B Note and will prior to any transfer of any either of its the Notes will endorse on the reverse side thereof the outstanding principal amount of Loans the Consolidated Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s 's obligations in respect of such Loansthe Loan. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation Reference is hereby made to pay the Indenture, copies of which are on file in the principal corporate trust office of the Trustee, and to all of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the various classes of Notes and Other Obligations secured thereunder; the student loan acquisition program being financed by the issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of, premium, if any, and interest onon the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be issued or Other Obligations may be incurred by the Corporation thereunder, payable from such revenues and other moneys thereunder as Senior Obligations, Subordinate Obligations or Class C Notes; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Corporation and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Terms used with initial capital letters but not defined in this Note have the respective meanings given such terms in the Indenture. The Series 1999-1 Senior Notes are being issued as, and will constitute, Class A Notes under the Indenture. The Series 1999-1C Notes are being issued as, and will constitute, Class B Notes under the Indenture. The Notes and Other Obligations are limited obligations of the Corporation, payable solely from the revenues and assets of the Corporation pledged therefor under the Indenture, including certain notes evidencing Student Loans and the proceeds of the Corporation's bonds, notes or other evidences of indebtedness, if any, issued with respect to the Notes. The Series 1999-1C Notes constitute Class B Notes under the Indenture which are subordinated in right of payment, the Loans made by each Lender direction of remedies and certain other matters in accordance with the terms of the Indenture to the rights of the Holders of Class A Notes issued from time to time under the Indenture (including, without limitation, the Prior Senior Notes and the Series 1999-1 Senior Notes) and Other Senior Beneficiaries thereunder. A failure to pay principal of, premium, if any, or interest on this Class B Note will not constitute an Event of Default under the Indenture if any Senior Obligation is Outstanding. Interest payable on this Note shall be evidenced computed on the basis of actual days elapsed and accrue daily from the date hereof (on the basis of a 360-day year), and is payable on each regularly scheduled Interest Payment Date prior to the Maturity hereof and at the Maturity hereof. The interest payable on each Interest Payment Date for this Note shall be that interest which has accrued through the last day of the last complete Interest Period immediately preceding the Interest Payment Date or, in the Register case of the Maturity hereof, the last day preceding the date of such Maturity. The Series 1999-1 Note Interest Rate shall be effective as of and on the first day (whether or not a Business Day) of the applicable Interest Period and be in effect thereafter through the end of such Interest Period. The unpaid principal amount hereof from time to time outstanding shall bear interest at a Series 1999-1 Note Auction Rate, as described below, payable on each Interest Payment Date and at the Maturity hereof, such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. During the Initial Interest Period, this Note shall bear interest at the Series 1999-1 Note Initial Interest Rate. Thereafter until an Auction Period Adjustment, if any, this Note shall bear interest at a Series 1999-1 Note Auction Rate based on an Auction Period that shall generally consist of 28 days, all as determined in the First Supplemental Indenture. The Series 1999-1 Note Auction Rate to be borne by this Note after the Initial Interest Period for each Auction Period until an Auction Period Adjustment, if any, shall be the lesser of (i) the Net Loan Rate in effect for such Auction Period and (ii) the Auction Rate determined in accordance with the applicable provisions of the First Supplemental Indenture. In no event shall the Series 1999-1 Note Auction Rate on this Note exceed 18% per annum (the "Series 1999-1 Note Auction Rate Limitation"). The Interest Period, including, without limitation, an Auction Period, the applicable Series 1999-1 Note Auction Rate, the method of determining the applicable Series 1999-1 Note Auction Rate on each of the Series 1999-1C Notes and the Auction Procedures related thereto, including, without limitation, required notices thereof to the Holders or Existing Holders of the Series 1999-1 Senior Notes, an Auction Period Adjustment, a change in the Auction Date and the Interest Payment Dates will be determined in accordance with the terms, conditions and provisions of the First Supplemental Indenture and the Auction Agent Agreement, to which terms, conditions and provisions specific reference is hereby made, and all of which terms, conditions and provisions are hereby specifically incorporated herein by reference. If the Auction Rate for the Series 1999-1C Notes is greater than the Net Loan Rate, then the Series 1999-1 Note Auction Rate applicable to the Series 1999-1 Notes for that Interest Period will be the Net Loan Rate. If the Series 1999-1 Note Auction Rate applicable to the Series 1999-1C Notes for any Interest Period is the Net Loan Rate, the Trustee shall determine the Carry- Over Amount, if any, with respect to the Series 1999-1C Notes for such Interest Period. Such Carry over Amount shall bear interest calculated at a rate equal to One-Month LIBOR from the Interest Payment Date for the Interest Period with respect to which such Carry-Over Amount was calculated until paid. For purposes of this Note, any reference to "principal" or "interest" herein shall not include within the meaning of such words Carry-Over Amount or any interest accrued on any such Carry-Over Amount. Such Carry-Over Amount shall be separately calculated for each Series 1999- 1C Note by the Trustee during such Interest Period in sufficient time for the Trustee to give notice to each Holder of such Carry-Over Amount as required in the next succeeding sentence. On the Interest Payment Date for an Interest Period with respect to which such Carry-Over Amount has been calculated by the Trustee, the Trustee shall give written notice to each Holder of the Carry-Over Amount applicable to each Holder's Series 1999-1C Note, which written notice may accompany the payment of interest by check made to each such Holder on such Interest Payment Date or otherwise shall be mailed on such Interest Payment Date by first class mail, postage prepaid, to each such Holder at such Holder's address as it appears on the registration books maintained by the Administrative Agent pursuant Note Registrar. Such notice shall state, in addition to Section 13.15 such Carry-Over Amount, that, unless and shalluntil a Series 1999-1C Note has been redeemed or has been deemed no longer Outstanding under the First Supplemental Indenture (after which no Carry-Over Amount shall be paid with respect to a Series 1999-1C Note), if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature the Carry-Over Amount (and interest accrued thereon) shall be paid by the Trustee on such Series 1999-1C Note on the Final Maturity first occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (l) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (2) moneys are available pursuant to the terms of the First Supplemental Indenture to pay such Carry-Over Amount (and interest accrued thereon), and (ii) interest shall accrue on the Carry-Over Amount at a per annum rate equal to One-Month LIBOR until such Carry-Over Amount is paid in full or is cancelled. The Carry-Over Amount for the Series 1999-1C Notes shall be paid by the Trustee on Outstanding Series 1999-1C Notes on the first occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (i) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (ii) moneys in the Surplus Account are available on such Interest Payment Date for transfer to the Interest Account for such purpose in accordance with the applicable provisions of the Indenture, after taking into account all other amounts payable from the Surplus Fund on such Interest Payment Date. Any Carry-Over Amount (and any interest accrued thereon) which is unpaid as of an Interest Payment Date with respect to any Series 1999-1C Note, which Series 1999-1C Note is to be redeemed or deemed no longer Outstanding under the First Supplemental Indenture on such Interest Payment Date, shall be paid to the Holder thereof on such Interest Payment Date to the extent that moneys are available therefor in accordance with the provisions of the preceding clause (b); provided, however, that any Carry-Over Amount (and any interest accrued thereon) which is not so paid on such Interest Payment Date shall be cancelled with respect to such Series 1999-1C Note on such Interest Payment Date and shall not be paid on any succeeding Interest Payment Date. To the extent that any portion of the Carry-Over Amount (and any interest accrued thereon) remains unpaid after payment of a portion thereof, such unpaid portion shall be paid in whole or in part as required hereunder until fully paid by the Trustee on the next occurring Interest Payment Date or Dates, as necessary, for a subsequent Interest Period or Periods, if and to the extent that the conditions in the first sentence of this paragraph are satisfied. On any Interest Payment Date on which the Trustee pays less than all of the Carry-Over Amount (and any interest accrued thereon) with respect to a Series 1999-1C Note, the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such Series 1999-1C Note of the Carry-Over Amount remaining unpaid on such Series 1999-1C Note. The Interest Payment Date in such subsequent Interest Period on which such Carry- Over Amount for the Series 1999-1C Notes shall be paid shall be determined by the Trustee in accordance with the provisions of the immediately preceding paragraph, and the Trustee shall make payment of the Carry-Over Amount in the same manner as, and from the same Account from which, it pays interest on the Series 1999-1C Notes on an Interest Payment Date. By purchasing Series 1999-1C Notes, whether in an Auction or otherwise, each purchaser of the Series 1999-1C Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (i) to participate in Auctions on the terms described in the First Supplemental Indenture, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect to have its beneficial ownership of the Base Rate Loans Series 1999-1C Notes maintained at all times in Book-Entry Form for the account of its Participant, which in turn will maintain records of such beneficial ownership, and Euro Rate Loans, as the case may be, evidenced thereby, (iii) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of Series 1999-1C Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 1999-1C Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 1999-1C Notes through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer. The determination of a Series 1999-1 Note Interest Rate by the Auction Agent or any other authorized Person pursuant to the provisions of the First Supplemental Indenture shall be subject conclusive and binding on the Holders of the Series 1999-1C Notes to voluntary prepayment which such Series 1999-1 Note Interest Rate applies, and the Corporation and the Trustee may rely thereon for all purposes. Notwithstanding any provision of this Note to the contrary, in no event shall the cumulative amount of interest paid or payable on this Note (including interest calculated as provided in Section 5.01herein, and mandatory repayment as provided in Section 5.02plus any other amounts that constitute interest on this Note under applicable law, and (ivwhich are contracted for, charged, reserved, taken or received pursuant to this Note or related documents) be entitled to calculated from the benefits date of issuance of this Agreement and Note through any subsequent day during the other Credit Documents. (c) The Swingline term of this Note issued or otherwise prior to payment in full of this Note exceed the Swingline Lender shall (i) be payable amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or related documents or otherwise contracted for, charged, reserved, taken or received in connection with this Note, or if the Swingline Lender redemption or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount acceleration of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits maturity of this Agreement and Note results in payment to or receipt by the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to Registered Holder or any transfer former Registered Holder hereof of any interest in excess of its Notes will endorse on the reverse side thereof the outstanding principal amount that permitted by applicable law, then notwithstanding any provision of Loans evidenced thereby. Failure to make any such notation this Note or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything related documents to the contrary contained above all excess amounts theretofore paid or received with respect to this Note shall be credited on the principal balance of this Note (or, if this Note has been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of this Section 2.05 or elsewhere in Note and related documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under this AgreementNote and under the related documents. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 1999-1 Notes shall only be delivered to Lenders redeemed, in part, on the first regularly scheduled Interest Payment Date occurring after April 4, 2000 for which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise notice can be evidenced thereby given in accordance with the requirements of this Agreementthe First Supplemental Indenture, at a Redemption Price equal to 100% of the principal amount of Series 1999-1 Notes so redeemed, from proceeds of the Series 1999-1 Notes constituting a portion of the Balance of the Acquisition Fund that have not been used to acquire Eligible Loans and from that portion of the Reserve Fund which, if left in the Reserve Fund upon such redemption, would cause the Balance in the Reserve Fund to exceed the Reserve Fund Requirement, calculated giving effect to such redemption. Subject to compliance with the provisions of the Indenture relating to certain asset requirements, Outstanding Series 1999-1C Notes shall be redeemed on any regularly scheduled Interest Payment Date, in whole or in part, at a Redemption Price equal to 100% of the principal amount thereof to be redeemed, from that portion of the balance of the Series 1999-1 Surplus Subaccount that has been on deposit therein for at least 12 months, has not in any way affect been used to acquire Student Loans and as to which the security or guaranties therefor provided pursuant Corporation has failed to certify to the various Credit Documents. Any Lender which does not have a Trustee is necessary to pay debt service on the Outstanding Notes or on Outstanding Other Obligations, ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, including accrued interest thereon, with respect to Outstanding Notes, Administrative Expenses or Note evidencing its outstanding Loans shall in no event be required Fees or to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver required deposits to the relevant LenderIndemnification Fund. Subject to compliance with the provisions of the Indenture relating to certain asset requirements and certain other requirements, Outstanding Series 1999-1C Notes may, at such Borrower’s expensethe option of the Corporation, the requested Note in the appropriate amount or amounts to evidence such Loans.be redeemed on any regularly

Notes. (a) Each Borrower’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans of any Class made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 10.15 and shall, if requested by such LenderLender as provided below, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit H-l or Exhibit H-2, as applicable, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has made a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Loan shall (i) be executed by the Borrowers, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Dateassigns, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Class of Loan made by such Lender and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry applicable Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.06, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 herein, and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (dc) Each Lender will note on its internal records the amount of the Loan of each Loan Class made by it and each payment in respect thereof and and, prior to any transfer the surrender of any of its Notes a Note pursuant to Section 10.15, will endorse record on the reverse side thereof the outstanding principal amount of Loans of such Class evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect any Borrower’s the Borrowers’ obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers of any Borrower Class shall affect or in any manner impair the obligations of the applicable Borrower Borrowers to pay the Loans (and all related Loan Document Obligations) incurred by such Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties guarantees therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLoans of any Class, the applicable Borrower Borrowers shall (at their expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The respective Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if A Term Loans, by a promissory note substantially in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note.form of Exhibit B-1 with blanks appropriately completed in conformity herewith (b) The Revolving A Term Note issued to each Lender that has a Bank with an A Term Commitment or outstanding Loans shall (i) be executed by the Company, (ii) be payable to the order of such Bank and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the A Term Commitment of such Bank and be payable in the prin- cipal amount of the A Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline B Term Note issued to the Swingline Lender each Bank with a B Term Commitment shall (i) be executed by EMI; (ii) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Initial B Term Loan Date, ; (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount B Term Commitment of such Bank and be payable in the outstanding principal amount of the Swingline B Term Loans evidenced thereby from time to time, thereby; (iv) mature on the Swingline Expiry Maturity Date, ; (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 4.02; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Bank shall (i) be executed by the Company, (ii) be payable to the order of such Bank and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shallBorrower substantially in the form of Exhibit B-2, if requested by such Lender, also be evidenced by a Revolving with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment repayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender Bank or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment repayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans Term Loan made to them by each Lender shall be evidenced by a Term Note, dated as of the Initial Funding Date and with blanks appropriately completed in conformity herewith. Upon the request of any applicable Lender, the Borrowers shall execute and deliver to such Lender a separate Note for each applicable Incremental Term Loan or for the Revolving Loan, each dated the closing date of such Incremental Term Loan or Revolving Loan, or, if later, the date of such request, in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by principal amount of such Lender’s pro rata share of such Incremental Term Loan Commitment or Revolving Loan Commitment, also be evidenced by a Revolving Noteas applicable. (b) The Revolving Note Notes issued to each Lender that has a Commitment or outstanding Loans pursuant to clause (a) shall (i) mature on be executed by the Final Maturity DateBorrowers, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender or such Lender’s assigns, (iii) be subject in the stated principal amount equal to voluntary prepayment the Term Loan made by such Lender on date of such Note or the principal amount of such Lender’s pro rata share of the Revolving Loan Commitment, (iv) be payable as provided in Section 5.013.1, and mandatory repayment (v) accrue interest as provided in Section 5.02, 3.2 and (ivvi) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (c) The Swingline Note issued to the Swingline Each Lender shall record in its records the amount and date of (i) be payable the Term Loan made by such Lender to the Swingline Borrowers on the Initial Funding Date and of any Incremental Term Loans or Revolving Loans made by such Lender or its registered assigns to the Borrowers on the respective closing dates therefor, and be dated (ii) each repayment date of the Closing Date, Loans made pursuant to (iii) be in a stated i). The aggregate unpaid principal amount (expressed in U.S. Dollars) equal to so recorded shall, absent manifest error, be conclusive evidence of the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time Loan owing and unpaid. The failure to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make so record any such notation amount or any error in so recording any such notation amount shall not not, however, limit or otherwise affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations Obligations of the applicable Borrower to pay Borrowers hereunder or under the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any repay the principal amount of its Loansthe Loan hereunder, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanstogether with interest accruing thereon.

Notes. (a) Each Borrower’s The obligation of Borrower to pay the principal of, and interest on, the Loans Loan made by each Lender shall be evidenced by a promissory note substantially in the Register maintained by form of Exhibit A, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note“Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be duly executed and delivered by Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Datedate of issuance, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and original principal amount of the Loan of such Lender (or if issued after the Effective Date, be payable in a stated principal amount equal to the outstanding principal amount of the Swingline Loans Loan of such Lender made on the date of issuance thereof) and be payable in Dollars in the principal amount of the Loan evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.8 in respect of the Base Rate Loans and Eurodollar Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary mandatory prepayment as provided in Section 5.01 4.2 and mandatory voluntary repayment as provided in Section 5.02 4.1, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the principal amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such LoansLoan. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans Loan to any Borrower shall affect or in any manner impair the obligations obligation of the applicable Borrower to pay the Loans such Loan (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does has not have had issued for it a Note evidencing its outstanding Loans Loan shall in no event be required to make the notations otherwise described in preceding clause (h)c) of this Section 2.5. At any time when any Lender requests the delivery of a Note to evidence any of its LoansLoan, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoan. Any Lender which requests a new Note from the Borrower to replace a lost Note shall be required to indemnify the Borrower for such lost Note pursuant to a customary indemnity.

Notes. In addition to the Note described in Section 2.1 hereof, a Note or Notes in an aggregate principal amount equal to the principal amount of any Additional Bonds will be executed and delivered by the Borrower in a form substantially similar to the form of the Note attached hereto as Exhibit A, with the necessary and appropriate variations, omissions and insertions as permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) Each Borrower’s obligation Provide for payments of interest equal to pay the principal of, and payments of interest on, on the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note.corresponding Bonds; (b) The Revolving Note issued require payments and/or prepayments of principal and any premium equal to each Lender that has a Commitment or outstanding Loans shall (i) mature the payments of principal and any premium on the Final Maturity Date, corresponding Bonds; (iic) bear interest as provided in require all payments on such Notes to be made on or prior to the appropriate clause of Section 2.08 due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain optional and mandatory prepayment provisions and provisions in respect of the Base Rate Loans optional and Euro Rate Loansmandatory acceleration or prepayment of principal and any premium corresponding with the redemption provisions of the corresponding Bonds; and (e) be on a parity with all other Notes theretofore or thereafter executed and delivered by the Borrower pursuant to this Agreement as the same may be amended or supplemented in connection with issuance of any Bonds, except with respect to draws under the Letter of Credit. Upon payment in full of the principal of and interest and any premium on any or all Bonds, whether at maturity or by redemption or otherwise, and the surrender thereof to, and cancellation thereof by, the Trustee, or upon provision for the payment thereof having been made in accordance with the provisions of the Indenture, the Notes, issued concurrently with such Bonds, of the same maturity, bearing the same interest rate and in an amount equal to the aggregate principal amount of such Bonds so surrendered and canceled or for the payment of which provision has been made, shall be deemed fully paid and the obligations of the Borrower thereunder terminated and such Notes shall be canceled and surrendered by the Issuer or the Trustee to the Borrower. Notwithstanding the previous sentence, in the event that moneys sufficient for such payment have been paid to the Trustee by the Bank, and amounts are owing to the Bank under the Reimbursement Agreement, as evidenced by a written certificate of the case may beBank delivered to the Trustee, evidenced therebythe Trustee shall upon written instructions of the Bank assign all of its right, (iii) be subject title and interest in and to voluntary prepayment as provided in Section 5.01, the Notes to the Bank. The Borrower hereby agrees and mandatory repayment as provided in Section 5.02, consents to such an assignment without defense or set-off by reason of any dispute between the Borrower and (iv) be the Trustee. Unless the Borrower is entitled to the benefits a credit under express terms of this Agreement and or the other Credit Documents. (c) The Swingline Indenture, all payments on each Note issued to shall be in the Swingline Lender full amount required thereunder. Each Note shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, Issuer and shall not in any way affect be negotiated by the security or guaranties therefor provided pursuant Issuer, except to effect assignment thereof to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required Trustee and to make any successor trustee under the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansIndenture.

Notes. (a) Each Borrower’s obligation to pay the The principal of, of and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity DateClass A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes are payable on a superior basis to such payments on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes; provided, (ii) bear however, that current principal and interest may be paid on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest Indenture. Except as provided in the appropriate clause Indenture, principal allocated to pay the Class A Notes will be use to provide for payment of Section 2.08the Class A-1 Notes, (vi) be subject then to voluntary prepayment as provided in Section 5.01 provide for payment of the Class A-2 Notes, then to provide for payment of the Class A-3 Notes, then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and mandatory repayment as provided in Section 5.02 Class A-5c Notes, and (vii) be entitled then, on a pro rata basis, to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the benefits Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this Agreement note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other Credit Documents. money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is transferable on the note register kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this note for transfer at the designated corporate trust office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Registered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. [The Class A-5a Notes have not been registered or qualified under the Securities Act of 1933, as amended (d) Each Lender will note on its internal records the amount "Securities Act"), or any state securities law. No transfer, sale, pledge or other disposition of any Class A-5a Note, or any interest therein, shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act, or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is made without registration or qualification, the Indenture Trustee shall require, in order to assure compliance with such laws, that the prospective transferor and transferee each Loan certify to the Issuer and the Indenture Trustee in writing the facts surrounding the transfer. Such certifications shall be substantially in the forms of Annex 1 and Annex 3 to Appendix C to the Indenture. Such certifications shall be deemed to have been made by it the transferor and each payment in transferee with respect thereof and prior to any transfer of any an interest in a Class A-5a Note that is in book-entry form. None of its the Issuer, the Administrator, the Eligible Lender Trustee or the Indenture Trustee is obligated to register or qualify the Class A-5a Notes will endorse on under the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Securities Act or any error in other securities law or to take any action not otherwise required under the Indenture to permit the transfer of Class A-5a Notes, or interests therein, without registration or qualification. Any registered owner of a Class A-5a Note desiring to effect such notation shall transfer is hereby deemed to have indemnified the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee against any liability that may result if the transfer is not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 so exempt or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby is not made in accordance with such applicable federal or state laws.] Notwithstanding the requirements foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this Agreementnote for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any such agent shall be affected by notice to the contrary. To the extent permitted by the Indenture, modifications or alterations of the Indenture and any supplemental indenture may be made with the consent of less than all of the Registered Owners of the Series 2004-2 Notes then outstanding or without the consent of any of such Registered Owners (by reason of a change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the maturity date, Stated Maturity, amount, Auction Rate Distribution Date, or rate of interest on any outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not in have the right to demand payment of this note or any way affect the security interest hereon out of funds raised or guaranties therefor provided pursuant to the various Credit Documentsbe raised by taxation. Any Lender which does capitalized term used herein and not otherwise defined herein shall have a Note evidencing its outstanding Loans shall in no event be required the same meaning ascribed to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note term in the appropriate amount or amounts Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Nebraska to evidence such Loanshappen, exist, and be performed precedent to and in the issuance of this note, and the passage of said resolution and the execution of said Indenture, have happened, exist and have been performed as so required.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender Bank to the Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each, a "Note. (b) " and, collectively, the "Notes"). The Revolving Note issued by the Borrower to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender such Bank or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Bank (or, if issued after the termination of such Commitment, be in a stated principal amount equal to the outstanding Loans of such Bank at such time) and be payable in the outstanding principal amount of the Swingline outstanding Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and 3.01, or mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note properly endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation notation) shall not affect any the Borrower’s 's obligations to the holder from time to time of each Note in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Company's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent (including Loans made pursuant to Section 13.15 and shall, if requested by such Lender, also 3.03(b)) shall be evidenced by a Revolving promissory note duly executed and delivered by the Company substantially in the form of Exhibit 2.05 hereto with blanks appropriately completed in conformity herewith (each a "Note. (b) The Revolving "), which Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature be payable to the order of such Lender and be dated the Execution Date (or as to any Person that becomes a Lender after the Execution Date, the date specified in the Assignment and Acceptance executed by such Lender), (ii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal amount of the Loans evidenced thereby, (iii) be payable prior to maturity as provided in Article IV and mature, with respect to the Loans evidenced thereby, on the Final Stated Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Alternate Base Rate Loans and Euro Eurodollar Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, thereby and (ivv) be entitled to the benefits of this Agreement Agreement, the Guaranty and the other Credit Loan Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender will note on shall maintain in accordance with its internal records the amount of usual practice an account or accounts with respect to each Loan made by it such Lender hereunder, including the date, amount, Type and the Interest Period for each Eurodollar Rate Loan made by such Lender to the Company hereunder, and the amount of each payment in respect thereof and will, prior to any transfer of any either of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything The Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and the Interest Period for each Eurodollar Rate Loan made by each Lender, (ii) the amount of any principal or interest due and payable or to become due and payable from the contrary contained above Company to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder from the Company and each Lender's share thereof. (d) Absent manifest error, the entries made in the accounts maintained pursuant to paragraph (b) and (c) to this Section 2.05 or elsewhere in this Agreementshall be conclusive evidence of the existence and amounts of the obligations therein recorded; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender or the Agent to request maintain such accounts or obtain a Note evidencing its Loans to any Borrower error therein shall affect or not in any manner impair affect the obligations of the applicable Borrower Company to pay repay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby Drawings under the Letters of Credit in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanstheir terms.

Notes. (a) Each Subject to the provisions of Section 1.05(d), the Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 13.16 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing DateEffective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender as in effect on the Effective Date immediately prior to the making of any Loans by such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain obtain, produce or maintain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect (i) the security or guaranties therefor provided pursuant to the various Guaranty or any Credit DocumentsDocument or (ii) the security interests therefor granted pursuant to any Security Document or any other Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery c) of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansthis Section 1.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form. of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender on the Initial Borrowing Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Loans of such Lender on the date of the issuance thereof) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of in Section 2.081. 07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.