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 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 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 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. (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. 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 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. (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. 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. Upon the request of any applicable Lender, (a) Each Borrower’s obligation to pay the principal of, and interest on, the Revolver Loans made by each Revolver Lender shall be evidenced by a Revolver Note dated as of (i) the Closing Date or (ii) the effective date of an Assignment and Assumption, payable to the order of such Revolver Lender in a principal amount equal to its Maximum Revolver Amount as originally in effect and otherwise duly completed and such substitute Notes as required by Section 12.06; (b) the Register maintained Term Loan made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also each Term Loan Lender shall be evidenced by a Revolving Note. (b) The Revolving Term Loan Note issued to each Lender that has a Commitment or outstanding Loans shall dated as of (i) mature on the Final Maturity Date, Closing Date or (ii) bear interest as provided in the appropriate clause effective date of Section 2.08 in respect of the Base Rate Loans an Assignment and Euro Rate LoansAssumption, 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 payable to the benefits order of this Agreement such Term Loan Lender in a principal amount equal to its Maximum Term Loan Amount as originally in effect and the other Credit Documents. otherwise duly completed and such substitute Term Loan Notes as required by Section 12.06; and (c) The the Swingline Note issued to Loan made by the Swingline Lender shall (i) be payable to the evidenced by a Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be Note in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum its Swingline Amount Commitment as originally in effect and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timeotherwise duly completed and such substitute Notes as required by Section 12.06. The date, (iv) mature on the Swingline Expiry Dateamount, (v) bear Type, interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 rate 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 Interest Period of each Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of any of its Notes will endorse may be endorsed by such Lender on the reverse side schedule attached to such Note or any continuation thereof the outstanding principal amount of Loans evidenced therebyor on any separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. (e) Notwithstanding anything to Loans 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 of transfer by 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 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 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. 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 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. 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. 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, 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. (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 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 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 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 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.

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, 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 Maturity Date or the Incremental Maturity Date, as applicable, (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 Sections 4.02 and 7.22(d) 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 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 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 made by each the Lender shall be evidenced (i) if the Term Loan, 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 (the "Term Note"), 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 a with blanks appropriately completed in conformity herewith (the "Revolving Note"). (b) The Revolving Term Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to the Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loan and be payable in the outstanding principal amount of the Term Loan evidenced thereby, (iv) mature on the Final Term Loan Maturity Date, (iiv) bear interest and be payable as to interest as provided in the appropriate clause of Section 2.08 1.8 in respect of the Base Prime Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.1, and mandatory repayment as provided in Section 5.02, 4.2 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Revolving 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 Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment 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 and be payable as to interest as provided in the appropriate clause of Section 2.081.8 in respect of Prime 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. (d) Each The Lender will note on its internal records the date and amount of each Loan the Loans made by it and each payment of principal in respect thereof and will, prior to any transfer of any of its Notes will the 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 Borrower’s obligation Subject to pay the terms and conditions of this Agreement, each Noteholder severally agrees to make advances to the Company (each an "Advance") during the period from the date hereof through June 30, 1998 (the "Commitment Period") in an aggregate amount not exceeding the principal ofamount specified opposite such Noteholder's name in Schedule A (such amount, and interest onas it may be reduced or terminated pursuant to this Agreement, is herein referred to as such Noteholder's "Commitment"). Each funding of Advances shall be made on the Loans same dare ratably be the Noteholders. The Advances made by each Lender Noteholder shall be evidenced in the Register maintained by the Administrative Agent Note issued to such Noteholder. Within the limits set forth herein and subject to the terms and conditions of this Agreement, the Company may borrow, repay pursuant to Section 13.15 7.03, prepay pursuant to Section 7.04 and shall, if requested by such Lender, also be evidenced by a Revolving Notereborrow under this Article II. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on Company will authorize the Final Maturity Date, (ii) bear interest as provided in the appropriate clause issue and sale 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 $5,500,00 aggregate principal amount of its Amended and Restated 12% Senior Secured General Obligation Notes (the Swingline Loans evidenced thereby from time "Notes"). Subject to timethe terms and conditions of this Agreement, (iv) mature on at the Swingline Expiry DateClosing provided for in Article III, (v) bear interest as provided the Company will issue to each Noteholder a Note in the appropriate clause principal amount of Section 2.08such Noteholder's Commitment. The Notes shall be substantially in the form set out in Exhibit 2.01, (vi) with such changes therefrom, if any, as may 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 approved by the benefits of this Agreement Noteholders and the other Credit Documents. (d) Company. Each Lender Noteholder will note on its internal records records, to the extent applicable, the date and amount of each Advance made by such Noteholder to the Company hereunder, and 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 endorse on the reverse side thereof the outstanding principal amount of Loans Advances evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s the Company's obligations in respect of such LoansAdvance. Absence manifest error, any Noteholder's records or notations on its Note as to the outstanding principal amount of its Advances shall be conclusive. (ec) Notwithstanding anything any other term hereof, no Advance shall be made if after giving effect 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 making of such Notes. No failure Advance the aggregate amount of any Lender to request or obtain Advances outstanding would exceed the Total Commitment. (d) If a Note evidencing its Loans to any Borrower Change of Control 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 Loansoccur, the applicable Borrower Commitment of each Noteholder 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 Loansautomatically terminate.

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”). (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 Original Closing Date or, in the case of Notes issued after the Original Closing 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. (ai) Each Borrower’s The obligation of Shiloh and Michigan, respectively, to pay the principal of, and interest on, the repay Revolving Credit 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 Bank in respect of the Base Rate Loans and Euro Rate LoansShiloh Facility or the Michigan Facility, as the case may be, and to pay interest thereon shall be evidenced therebyby a Revolving Credit Note of the respective Borrower substantially in the form of Exhibits A-1A and A-1B hereto, respectively, with appropriate insertions, dated the date of this Agreement and payable to the order of such Bank on the last day of the Commitment Period, in the principal amount of its Commitment. (iiia) The obligation of Shiloh and Michigan, respectively, to repay the Swingline Loans (as defined below) and to pay interest thereon shall be subject evidenced by a promissory note of the respective Borrower substantially in the form of Exhibits A-2A and A-2B, respectively, with blanks appropriately completed in conformity herewith (each a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The Swingline Notes issued to voluntary prepayment the Agent shall be dated the date of this Agreement and payable to the order of the Agent on the last day of the Commitment Period, in the principal amount of the respective Swingline Facilities; shall mature as provided to any Swingline Loan evidenced thereby on the maturity date, not later than the 7th day following the date such Swingline Loan was made, specified in Section 5.01, the applicable Notice of Borrowing; and mandatory repayment as provided in Section 5.02, and (iv) shall be entitled to the benefits of this Agreement and the other Credit DocumentsRelated Writings. (ciii) 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 Revolving Credit Loans evidenced thereby made by each Bank and all prepayments thereof and the applicable dates with respect thereto shall be recorded by such Bank from time to timetime on any ledger or other record of such Bank or such Bank shall record such information by such other method as such Bank may generally employ; provided, (iv) mature on the Swingline Expiry Datehowever, (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 that 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 record shall in no event way detract from the related Borrower's obligations under any Note. The aggregate unpaid amount of the Revolving Credit Loans shown on the records of such Bank shall be required to make rebuttably presumptive evidence of the notations otherwise described in preceding clause (h). At any time when any Lender requests principal amount owing and unpaid on such Revolving Credit Note or Swingline Note, as 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 Loanscase may be.

Notes. (a) Each Borrower’s obligation to pay the principal of, The Loans (other than Money Market Loans and interest on, the Loans made by Swing Line Notes) of 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 Notesingle Note in the form of Exhibit "E" payable to the order of such Bank for the account of its Applicable Lending Office. (b) The Revolving Money Market Loans of each Bank shall be evidenced by a single Money Market 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 "F", 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 payable to the benefits order of this Agreement and such Bank for the other Credit Documentsaccount of its Applicable Lending Office. (c) The Swingline Upon receipt of each Bank's Note issued and Money Market Note pursuant to Sections 3.1(a), 3.1(b), the Swingline Lender Administrative Agent shall (i) be payable forward such Note and Money Market Note to such Bank. Each Bank shall record the Swingline Lender or its registered assigns date, amount, type 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 and its Money Market Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan (or Money Market Loan) then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect the obligations of the Borrower hereunder or under the Facility Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Facility Notes and to attach to and make a part of its Facility Notes a continuation of any Borrower’s obligations in respect of such Loansschedule as and when required. (d) The Committed Loans shall mature, and the principal amount thereof shall be due and payable, on the Maturity Date. (e) Notwithstanding anything Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the contrary contained above in this Section 2.05 Interest Period applicable to such Borrowing or elsewhere in this Agreement, Notes (ii) the Maturity Date. (f) There shall only be delivered to Lenders which no more than five (5) LIBOR 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. (ai) Each Borrower’s obligation The Secured Notes of each Class sold to pay Persons that are not U.S. persons in offshore transactions in reliance on Regulation S shall each be issued initially in the principal form of one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Regulation S Global Note”), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and interest onClearstream, the Loans made by each Lender shall be evidenced in the Register maintained duly executed by the Administrative Co-Issuers and authenticated by the Trustee or the Authenticating Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Noteas hereinafter provided. (bii) Except as set forth in paragraph (iv) of this Section 2.2(b), the Secured Notes of each Class sold to U.S. persons that are QIB/QPs shall each be issued initially in the form of one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (iii) The Revolving Note Notes of each Class sold to U.S. persons that are IAI/QPs shall each be issued in the form of one or more definitive, fully registered notes without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto (a “Certificated Note”) and shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Co-Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided. (iv) The Notes of each Class sold to each Lender Persons that has are QIB/QPs, at the request of such Person at the time of acquisition, purported acquisition or proposed acquisition, shall be issued in the form of Certificated Notes and shall be registered in the name of the beneficial owner or a Commitment nominee thereof, duly executed by the Co-Issuers and authenticated by the Trustee or outstanding Loans shall Authenticating Agent as hereinafter provided. (iv) mature The aggregate principal amountAggregate Principal Balance of the Regulation S Global Notes and the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect records of the Base Rate Loans and Euro Rate LoansTrustee or DTC or its nominee, 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 Documentshereinafter provided. (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 The Borrower’s 's obligation to pay the principal of, and interest on, all 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. (b) " and, collectively, the "Notes"). The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) mature be payable to the order of such Bank and be dated the Effective Date, (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Loans evidenced thereby, (iii) mature, with respect to each Loan evidenced thereby, on the Final Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 2.09 in respect of the 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 and each of 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. (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 Note 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. (eb) Notwithstanding anything Upon receipt of an affidavit of an officer of a Bank as to the contrary contained above loss, theft, destruction or mutilation of any Note or any other security document which is not of public record, and, in this Section 2.05 the case of any such loss, theft, destruction or elsewhere in this Agreementmutilation, Notes shall only be delivered to Lenders which at any time specifically request the delivery upon surrender and cancellation of such Notes. No failure of any Lender to request Note 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 other 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 Loansdocument, the applicable Borrower shall promptly execute and deliver to the relevant Lenderwill issue, at such Borrower’s expensein lieu thereof, the requested a replacement Note or other security document in the appropriate same principal amount or amounts to evidence such Loansthereof and otherwise of like tenor.

Notes. (a) Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender as a result of the Advances of such Lender, including the amounts of principal, interest and other amounts payable and paid to such Lender from time to time under this Agreement and the Notes. The entries made by each Lender pursuant to the foregoing sentence shall constitute prima facie evidence of the existence and amounts of the Advances and other Obligations therein recorded; provided, however, that the failure of any Lender to maintain such account or accounts, or any error therein, shall not in any manner affect the obligations of the Borrower to repay or pay the Advances made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of this Agreement and the other Loan Documents. (b) The Borrower’s obligation to pay the principal of, and interest on, the Loans Advances made by each Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith, substantially in the Register maintained by form of Exhibit B hereto (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 on the Borrowing Date shall (i1) mature on be executed by the Final Maturity DateBorrower and “avalado” by each of the Guarantors, (ii2) bear interest qualify 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 therebya ▇▇▇▇▇▇ under Mexican law, (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 (i3) be payable to the Swingline order of such Lender or its registered assigns and be dated as of the Closing Borrowing Date, (iii4) 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 Advance of the Swingline Loans evidenced thereby from time to timesuch Lender made on such date, (iv5) mature on the Swingline Expiry Date, provide for repayment of principal as provided in Section 2.04(b) and (v6) bear interest as provided in Section 2.05. Each Lender agrees that, unless the appropriate clause of principal of, or interest on, the Advances shall have become due and payable (whether by acceleration or otherwise) pursuant to this Agreement, it shall not (i) make demand for payment with respect to its Note prior to its stated maturity or (ii) assign, convey, negotiate or trade such Note except as permitted pursuant to 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 Documents9.07. (dc) Each Lender will note on its internal records the amount of each Loan made Upon receipt 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 issued in replacement of, or in exchange for, any other Note (the “Original Note”) pursuant to evidence any of its LoansSection 9.07(d), such Lender shall return the applicable Borrower shall promptly execute and deliver Original Note to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansBorrower marked “canceled.”

Notes. (a) Each Borrower’s The Borrowers' obligation to pay the principal of, and interest on, the Loans 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 G, 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 payable to executed by the Swingline Lender or its registered assigns and be dated the Closing DateBorrowers, (iiiii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan made by such Lender and be payable to such Lender or its registered assigns, (iii) 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 2.082.03, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.1 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (dc) Each Lender will shall note on its internal records the amount of each the Loan made by it and each payment in respect thereof and and, prior to any transfer the surrender of any of its Notes will a Note pursuant to Section 10.15, shall endorse on the reverse side thereof the outstanding principal amount of the Loans 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 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 Loan to any Borrower the Borrowers shall affect or in any manner impair the obligations of the applicable Borrower Borrowers to pay the Loans (and all related 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 Loan shall in no event be required to make the notations otherwise described in preceding clause (hSection 2.02(b). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLoan, 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 LoansLoan.

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 Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender Bank shall be evidenced in by the Register maintained by the Administrative Agent pursuant to Section 13.15 12.04 and shall, if requested by such LenderBank, also be evidenced by a Revolving promissory note duly executed and delivered by the applicable 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 a Commitment or outstanding Loans Bank requesting same 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 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 1.09 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 5.01, 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 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 Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will (if any), endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Revolving Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the applicable Borrower’s obligations in respect of such Revolving 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 Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender Bank shall be evidenced (1) in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallcase of Revolving Credit Loans, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note appropriately completed in substantially the form of Exhibit B-1, and (2) in the case of the Term Loan, by a Term Note appropriately completed in substantially the form of Exhibit B-2. (b) The Each Revolving Credit Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i1) mature on be executed by the Final Maturity Borrower, (2) be payable to the order of such Bank, (3) be dated as of the Closing Date, (ii4) be in a stated principal amount equal to such Bank’s Revolving Credit Commitment, (5) bear interest as provided in accordance with the appropriate clause provisions of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans2.07, as the case same may be, evidenced thereby, (iii) be subject applicable to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02the Revolving Credit Loans made by such Bank from time to time, and (iv6) be entitled to all of the benefits of this Agreement and the other Credit DocumentsLoan Documents and subject to the provisions hereof and thereof. (c) The Swingline Term Note issued to the Swingline Lender a Bank shall (i1) be executed by the Borrower, (2) be payable to the Swingline Lender or its registered assigns and order of such Bank, (3) be dated as of the Closing Date, (iii4) be in a stated principal amount (expressed in U.S. Dollars) equal to such Bank’s Term Loan Commitment, (5) bear interest in accordance with the relevant Maximum Swingline Amount and provisions of Section 2.07, as the same may be payable in applicable to the outstanding principal amount of the Swingline Term Loans evidenced thereby made by such Bank 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 (vii6) be entitled to all of the benefits of this Agreement and the other Credit DocumentsLoan Documents and subject to the provisions hereof and thereof. (d) Each Lender Bank will note record on its internal records the amount of each Loan made by it and each renewal, conversion, and 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 or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount of the Loans evidenced thereby. Failure thereby as of the date of transfer or provide such information on a schedule to the Assignment and Assumption relating to such transfer, provided, however, that the failure of any Bank to make any such notation recordation or provide any such information, or any error in such notation therein, shall not affect any the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to under this Agreement or 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 The Banks’ records as set forth above shall be presumed 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 Loanscorrect absent manifest error.

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 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 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 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 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 Commitment of such Bank and be payable in a principal amount equal to the outstanding principal amount of the Swingline Loans evidenced thereby made by such Bank and which are outstanding 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 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. Upon receipt of an affidavit of an officer of the Bank (together with a customary indemnity from such Bank in form and substance satisfactory to the Borrower) that a Note has been lost, stolen, destroyed or mutilated, the Borrower will issue a replacement Note in the same principal amount thereof and otherwise of like tender. (dc) Each Lender Bank will note record 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 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 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 Loan made to it 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 Original Lender, also be has been evidenced by a Revolving promissory note substantially in the form of Exhibit C (each, an "Original Note" and, collectively, the "Original Notes"). (b) The Revolving On the Closing Date, (x) the Original 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 Original Lender shall (i) be endorsed and delivered to the Company in exchange for (a) a Convertible Note in the amount and series indicated on Schedule I, and (ii) Preferred Stock in the amount indicated on Schedule I. Each Convertible Note issued to each Original Lender and each Investor shall (i) be executed by the Borrower, (ii) be payable to the Swingline order of such Original Lender or its registered assigns and be dated the Closing Date, (iii) be in a the stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan outstanding to such Original Lender on the Closing Date 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 2.081.05, (vi) be subject to voluntary prepayment as provided in Section 5.01 repayment and mandatory repayment as provided in Section 5.02 2.02, (vii) be convertible into shares of the Borrower's Common Stock on terms set forth in the forms of Series A Convertible Note and Series B Convertible Note, as the case may be, annexed hereto as Exhibits D and E and (viiviii) be entitled to the benefits of this Agreement and the other Credit DocumentsSubordinated Guaranty. (dc) Each Original Lender and Investor will note on its internal records the amount of each Loan made or acquired 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 the 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 evidence loans made and outstanding hereunder prior to pay December 30, 2001, the principal ofTrust shall execute and deliver to the Bank a Promissory Note in form similar to Exhibit "A" attached hereto and made a part hereof for all purposes, with blanks appropriately completed, and being payable and bearing interest onat a rate equal to 1% per annum less than ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ &Co., 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.Inc.'s prime (b) The Revolving At maturity of any Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on then evidencing the Final Maturity Datedebt created hereunder, (ii) bear interest if the commitment of the Bank is extended as provided in paragraph 1.1(c), the Trust shall execute and deliver to the Bank a subsequent Note in terms identical to Exhibit "A" attached hereto and made a part hereof for all purposes, except that each such Note shall bear the date of issue and recite appropriate clause dates and renewal data, if any. Each such renewal Note shall evidence loans made and outstanding hereunder prior to the maturity date of Section 2.08 in respect such renewal Note, which date shall be determined by mutual agreement of the Base Rate Loans Trust and Euro Rate Loansthe Bank. There shall be endorsed upon each such subsequent Note, as to evidence the case may befirst Advance thereunder, evidenced therebythe principal balance outstanding hereunder at the time of issue. Upon acceptance of same by the Bank, (iii) each such renewal Note shall be subject to voluntary prepayment as provided in Section 5.01, all terms hereof and mandatory repayment as provided in Section 5.02, and (iv) shall be entitled to deemed the benefits of this Agreement and the other Credit Documents"Note" hereunder. (c) The Swingline Note issued If the term of this Agreement is not extended by the parties at maturity of the notes described in paragraphs in 1.4(a) or (b), then evidencing the debt created hereunder, the Trust shall execute and deliver to Bank a promissory note in form similar to Exhibit "B" attached hereto and made a part hereof for all purposes, to evidence loans made and outstanding hereunder, which said note shall recite the Swingline Lender appropriate dates and shall be amortized over a period of time and in such a way that the principal and interest shall be paid in equal quarterly installments in amounts as are required to retire the indebtedness over a term, not to exceed five (i5) years, which shall 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 weighted average remaining term of all real estate lien notes of the Swingline Loans evidenced thereby from Trust which are pledged as collateral on this loan and held by Bank at the time to time, (iv) mature of the execution of such Exhibit "B" type note. Interest on the Swingline Expiry Date, (v) such note shall bear interest as provided in at a rate equal to 1% per annum less than ▇.▇. ▇▇▇▇▇▇ Chase &Co.'s prime lending rate adjusted daily. There shall be endorsed upon such note, to evidence the appropriate clause first advance thereunder, the principal balance outstanding hereunder at the time of Section 2.08issue and upon acceptance of same by Bank, (vi) shall be subject to voluntary prepayment as provided in Section 5.01 all terms hereof and mandatory repayment as provided in Section 5.02 and (vii) shall be entitled to deemed the benefits of this Agreement and the other Credit Documentsnote hereunder. (d) Each Lender will note Advance made and payment received hereunder by Bank shall be deemed made or received upon the Note held by Bank and shall be evidenced by an appropriate entry thereon or on its internal an attachment thereto, or upon Bank's records as in other like cases, at Bank's option. Unless 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.context indicates otherwise, a reference herein to (e) Notwithstanding anything The advancing Notes as provided for under paragraph 1.4(a) and (b) shall each provide that advancements of principal may be made thereunder at various times prior to maturity at the contrary contained above in this Section 2.05 or elsewhere in this Agreementrequest of the Trust, Notes subject however the outstanding balance of same shall only be delivered to Lenders which not exceed at any time specifically request the delivery face amount of such Notes. No failure of notes; that interest shall accrue thereunder only from the date principal amounts are advanced; and that prepayments may be made at 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 Agreementtime, without penalty, 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 sum prepaid may 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 Loansre-borrowed.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Term 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 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 or its registered assigns and be dated the Borrowing Date (or, if issued after the Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan made by such Lender on the Borrowing Date (or, if issued after the Borrowing Date, be in a stated principal amount equal to the outstanding Term Loan of such Lender at such time) and be payable in the outstanding principal amount of the Term Loan 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, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender 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 Term 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 Term 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 Term 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 Term Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Term 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 Term 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 Term 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 Term Loans.

Notes. (a) Each Borrower’s The Company's obligation to pay the principal of, and interest on, all 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 (each a "Note. (b" and collectively the "Notes) duly executed and delivered by the Company substantially in the form of Exhibit A1 hereto with blanks appropriately completed in conformity herewith. The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) mature on be payable to the Final Maturity order of such Bank and be dated the Effective Date, (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Loans evidenced thereby, (iii) mature on the expiration of the Interest Period applicable to each Loan evidenced thereby, (iv) bear interest as provided in the appropriate clause clauses of Section 2.08 2.07 in respect of the Base Prime Rate Loans, the CD Rate Loans and Euro the Eurodollar Loans, as the case may be, evidenced thereby and (v) be entitled to the benefits of this Agreement. Each Bank shall maintain internal records showing each Loan made by it hereunder and each principal payment thereon with such information available to the Company as the Company may from time to time request. (b) Although each Note shall be dated the Effective Date, interest in respect thereof shall be payable only for the periods during which Loans are outstanding thereunder. In addition, although the stated amount of each Note shall be equal to each Bank's Commitment, such Note shall be enforceable with respect to the Company's obligation to pay the principal amount thereof only to the extent of the unpaid principal amount of the Loans outstanding thereunder at the time such enforcement shall be sought. (c) The Company's obligation to pay principal of, and interest on, all the Term Loans made by each Bank shall be evidenced by a promissory note (each a "term Note" and collectively the "Term Notes") duly executed and delivered by the Company to each Bank at the Expiry Date of the Revolver Period, and substantially in the form of Exhibit A2 attached hereto with blanks appropriately completed in conformity herewith. The Term Note issued to each Bank shall (i) be payable to the order of such Bank and dated as of the Revolving Period Expiry Date, (ii) be in a stated principal amount equal to such Bank's pro-rata share of all outstanding Term Loans of any Type and be payable in the principal amount of the Term Loans evidenced thereby (subject at all times to the payment schedule set forth in Section 2.12 of the Agreement), (iii) bear interest and provide for Roll-Over borrowings as stated in the appropriate clauses of Sections 2.07 and 2.12 in respect of the Prime Rate Loans, CD Rate Loans and 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 Agreement. Each Bank shall maintain internal records showing each Term Loan made by it hereunder and the other Credit Documents. (c) The Swingline Note issued each term Loan Repayment thereon, and make such information available to the Swingline Lender shall (i) be payable to Company as 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 Company may 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 Documentstime request. (d) Each Lender will note on its internal records Term Note shall be dated as of the amount of each Loan made by it and each payment Revolving Period Expiry Date, interest in respect thereof and prior to any transfer of any of its Notes will endorse on thereto shall be payable only for the reverse side thereof the outstanding principal amount of periods during which 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 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.are outstanding

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, and 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 Each Revolving 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 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 Revolving 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 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 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 DocumentsDocuments and subject to the provisions hereof and thereof. (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 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 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 Borrower's obligations under this Agreement 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 LoansNotes.

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 N, 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 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 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, 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 Revolving Loans made by each Revolving 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 NoteNote appropriately completed in substantially the form of Exhibit A-1. Revolving Notes shall be issued in substitution of and replacement for the Prior Notes. (b) The Each Revolving 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 Revolving Lender, (iii) be subject to voluntary prepayment dated as provided of the Effective Date (or, in Section 5.01the case of a Revolving Note issued after the Effective Date, dated the effective date of the applicable Assignment and mandatory repayment as provided in Section 5.02Assumption), and (iv) be in a stated principal amount equal to such Revolving Lender’s Revolving Credit Commitment, (v) bear interest in accordance with the provisions of Section 5.1, as the same may be applicable from time to time to the Revolving Loans made by such Revolving 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 Revolving Lender will note record on its internal records the amount and Type of each Revolving 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 thereby as of the date of transfer or provide such information on a schedule to the Assignment and Assumption relating to such transfer; provided, however, that the failure of any Revolving Lender to make any such notation recordation or provide any such information, or any error in such notation therein, shall not affect any the Borrower’s obligations in respect of such Loansunder this Agreement or the Revolving Notes. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Swing Line Outstandings 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 by 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 separate Swing Line Note in the appropriate form of Exhibit A-2 payable to the order of the Bank of America in the amount or amounts to evidence such Loansof the Swing Line, which Swing Line Note shall be dated the Effective Date and shall be duly completed, executed and delivered by the Borrower. The Swing Line Note shall be issued in substitution of and replacement for the Swing Line Note issued under the Third Amended Credit Agreement.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans (other than Regis- tered Loans) made 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 date hereof, payable to Section 13.15 such Lender in a principal amount equal to the amount of its Revolv- ing Credit 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 Facility A Term Loans (other than Registered Loans) made by each Lender that has shall be evidenced by a Commitment or outstanding Loans shall (i) mature on single prom- issory note of the Final Maturity Date, (ii) bear interest as provided Company substantially in the appropriate clause form of Section 2.08 Exhibit A-2 hereto, dated the date hereof, payable to such Lender 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 a principal amount equal to the benefits amount of this Agreement its Facility A Term Loan Commitment as originally in effect and the other Credit Documentsotherwise duly com- pleted. (c) The Swingline Note issued to the Swingline Facility B Term Loans (other than Registered Loans) made by each Lender shall (i) be evidenced by a single prom- issory note of the Company substantially in the form of Exhibit A-3 hereto, dated the date hereof, 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 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 its Facility B Term Loan Commitment as provided originally in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 effect and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsotherwise duly com- pleted. (d) Each Lender will note on its internal records the amount The date, amount, Type, interest rate and dura- tion of Interest Period (if applicable) of each Loan of each Class made by it each Lender to the Company, and each payment in respect thereof and made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evi- dencing the Loans of its Notes will endorse such Class held by it, endorsed by such Lender on the reverse side thereof schedule attached to such Note or any continua- tion thereof; provided that the outstanding principal amount failure of Loans evidenced thereby. Failure such Lender to make any such notation recordation or any error in such notation endorsement shall not affect the obli- gations of the Company to make a payment when due of any Borrower’s obligations amount owing hereunder or under such Note in respect of such Loans. (e) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Sec- tion 12.06 hereof and except as provided in Section 2.07(f) hereof (and, if requested by any Lender, the Company agrees to so exchange any Note). Credit Agreement (f) 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 Administrative Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender un- der this Agreement. Loans recorded on the Register ("Regis- tered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registra- tion of any 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 op- tional registered note language as indicated in Exhibit A-1 or A-2 hereto, as the case may be) and registered as provided in Section 12.06(g) hereof (herein, a "Registered Note"), dated the date hereof, payable to such Lender and otherwise duly com- pleted. A Loan once recorded on the Register may not be re- moved 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 Borrower’s obligation to pay the principal of, and interest on, all of the Revolving Loans made to it by each Tranche 2 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 Tranche 2 Lender, also be evidenced by a Revolving promissory note 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 Tranche 2 Lender that has a Commitment or outstanding Loans shall (i) mature on requested 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 same shall (i) be executed by the respective Borrower, (ii) be payable to the Swingline order of such Tranche 2 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 Tranche 2 Commitment of such Tranche 2 Lender and be payable in a principal amount equal to the outstanding principal amount of the Swingline Revolving Loans evidenced thereby made by such Tranche 2 Lender and which are outstanding from time to time, (iv) mature on the Swingline Expiry Commitment Expiration 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 (other than the Security Documents). Upon receipt of an affidavit of an officer of a Tranche 2 Lender (together with a customary indemnity from such Tranche 2 Lender in form and substance satisfactory to the respective Borrower) that a Note has been lost, stolen, destroyed or mutilated, such Borrower will issue a replacement Note in the same principal amount thereof and otherwise of like tender. (dc) Each Tranche 2 Lender will note record 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 Notes will Note 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 any such notation shall not affect any the respective Borrower’s obligations in respect of such Revolving 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 Tranche 2 Lenders which at any time specifically request the delivery of such Notes. No failure of any Tranche 2 Lender to request or obtain a Note evidencing its Revolving Loans to any the respective Borrower shall affect or in any manner impair the obligations of the applicable such Borrower to pay the Revolving 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 Tranche 2 Lender which does not have a Note evidencing its outstanding Revolving Loans shall in no event be required to make the notations otherwise described in the preceding clause (hc). At any time when any Tranche 2 Lender requests the delivery of a Note to evidence any of its Revolving Loans, the applicable each Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Tranche 2 Lender the requested Note in the appropriate amount or amounts to evidence such Revolving 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 (i) in ----- the case of Facility A Loans, by a Facility A Note appropriately completed in substantially the form of EXHIBIT A-1, and (ii) in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallcase of Facility B Loans, if requested by such Lender, also be evidenced by a Revolving NoteFacility B Note appropriately completed in substantially the form of EXHIBIT A-2. (b) The Revolving Each Facility A Note issued to each a Facility 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 Facility A Commitment, (v) bear interest in accordance with the provisions of SECTION 2.6, as the same may be applicable to the Facility A 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. (c) The Swingline Each Facility B Note issued to the Swingline a Facility B Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and order of such 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 Datesuch Lender's Facility B Commitment, (v) bear interest in accordance with the provisions of SECTION 2.6, as provided in the appropriate clause of Section 2.08same may be applicable to the Facility B Loans made by such Lender from time to time, 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 DocumentsDocuments and subject to the provisions hereof and thereof. (d) 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 or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount of the Loans evidenced thereby. Failure 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 to make any such notation recordation or provide any such information, or any error in such notation therein, shall not affect any the Borrower’s 's obligations in respect of such Loansunder this Agreement or 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 ofThe Note Trustee, at its absolute discretion may, and interest onif so directed in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Most Senior Class or if so directed by an Extraordinary Resolution of the holders of the Most Senior Class shall, the Loans made by each Lender shall be evidenced (subject to being indemnified and/or prefunded and/or secured to its satisfaction as more particularly described in the Register maintained by Trust Deed) give a notice (an "Enforcement Notice") to the Administrative Agent pursuant to Section 13.15 Issuer that all Classes of the Notes are immediately due and shallrepayable at their respective Principal Amount Outstanding, if requested by such Lender, also be evidenced by a Revolving Note. together with accrued (bbut unpaid) 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 Trust Deed (with a copy of Section 2.08 such Enforcement Notice being sent simultaneously to the Seller, the Security Trustee, the Swap Provider, the Servicer, the Issuer Account Bank and the Cash Manager), if any of the following events (each, an "Event of Default") occurs: (a) subject to Condition 17 (Subordination by Deferral), if default is made in the payment of any principal or interest due in respect of the Base Rate Loans Notes and Euro Rate Loansthe default continues for: (i) a period of five Business Days in the case of principal, or (ii) three Business Days in the case of interest; or (b) if the Issuer fails to perform or observe any of its other obligations under these Conditions or any Transaction Document to which it is a party and the failure continues for a period of 15 days (or such longer period as the Note Trustee may permit) (except that in any case may bewhere the Note Trustee considers the failure to be incapable of remedy, evidenced thereby, (iiithen no continuation or notice as is aforementioned will be required) following the service by the Note Trustee on the Issuer of notice requiring the same to 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.remedied; or (c) The Swingline if any representation or warranty made by the Issuer under any Transaction Document is incorrect when made and the matters giving rise to such misrepresentation are not remedied within a period of 15 days (or such longer period as the Note issued Trustee may permit) (except that in any case where the Note Trustee considers the matters giving rise to such misrepresentation to be incapable of remedy, then no continuation or notice as is hereinafter mentioned will be required) following the Swingline Lender shall (i) be payable to service by 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 Note Trustee on the Swingline Expiry Date, (v) bear interest as provided in Issuer of notice requiring the appropriate clause of Section 2.08, (vi) same 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 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 remedied; 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.COPY

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 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 (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender on the Effective Date (or, in the case of Notes issued after the Effective 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 therebythereby which notation shall be prima facie evidence of the amount of the Loans. Failure However, 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 therefore 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 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 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 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. (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 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 Borrower’s obligation The Revolving Credit Loans of Lender to pay the principal of, and interest on, the Loans made by each Lender Company 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 Credit Note of the Company payable to the order of Lender in a principal amount equal to the maximum amount of Lender's Revolving Credit Commitment, which Revolving Credit Note shall be in substantially the form of Exhibit B attached hereto and incorporated herein by reference (with appropriate insertions) (as the same may from time to time be amended, modified, extended, renewed or restated, the "Revolving Credit Note"). (b) The Revolving Term Loan of Lender to ▇▇▇▇▇▇▇ Properties shall be evidenced by a Term Loan Promissory Note issued of ▇▇▇▇▇▇▇ Properties payable to each the order of Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the principal amount of up to $6,400,000.00, which Term Loan Promissory Note shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, insertions) (as the case same may befrom time to time be amended, evidenced therebymodified, (iii) be subject to voluntary prepayment as provided in Section 5.01extended, and mandatory repayment as provided in Section 5.02renewed or restated, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents"Term Loan Note"). (c) The Swingline Note issued to the Swingline Lender 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 the Company and/or ▇▇▇▇▇▇▇ Properties and the date and amount of each payment in of principal and/or interest made by the Company and/or ▇▇▇▇▇▇▇ Properties with respect thereof thereto; provided, however, that the obligation of the Company and prior ▇▇▇▇▇▇▇ Properties to repay each Loan made to it by Lender under this Agreement shall be absolute and 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 Lender to make any such notation recordation or any error mistake by Lender in connection with any such notation recordation. The books and records of Lender showing the account between Lender and each of the Company and ▇▇▇▇▇▇▇ Properties shall not affect any Borrower’s obligations be admissible 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 evidence in any manner impair the obligations action or proceeding and shall constitute prima facie proof 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 Loansitems therein set forth.

Notes. (a) Each Borrower’s The Borrowers' obligation to pay the principal of, and interest on, the Term 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 Borrowers substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term 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 Borrowers, (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 Term Loan Commitment of such Bank as in effect on the Initial Borrowing Date (before giving effect to any reductions thereto as a result of the making of Term Loans by such Bank on such date) 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 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 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. (dc) Each Lender Bank will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or endorsement or any error in any such notation or endorsement shall not affect any Borrower’s the Borrowers' obligations in respect of such Term 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 Revolving Loans made to it by each Lender Bank shall be evidenced in by the Register maintained by the Administrative Agent pursuant to Section 13.15 12.04 and shall, if requested by such LenderBank, 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 a Commitment or outstanding Loans Bank requesting same 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 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 1.09 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 5.01, 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 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 Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will (if any), endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Revolving 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 Revolving 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 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 12.15 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 C, 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 Borrower, (ii) be payable to the Swingline such Lender 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 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 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 Sections 4.01 and 4.02 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 each the 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 12.15, 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 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 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 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 (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 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 to pay the principal of, and interest on, the The Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Borrower substantially in the Register maintained by form of Exhibit A-1, dated the Administrative Agent pursuant date hereof, payable to Section 13.15 such Lender in a principal amount equal to the amount of its Revolving Credit 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 Facility A Term Loans made by each Lender that has shall be evidenced by a Commitment or outstanding Loans shall (i) mature on single promissory note of the Final Maturity Date, (ii) bear interest as provided Borrower substantially in the appropriate clause form of Section 2.08 Exhibit A-2, dated the date hereof, payable to such Lender in respect of the Base Rate Loans a principal amount equal to its Facility A Term Loan Commitment as originally in effect 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 Documentsotherwise duly completed. (c) The Swingline Note issued to the Swingline Facility B Term Loans made by each Lender shall (i) be evidenced by a single promissory note of the Borrower substantially in the form of Exhibit A-3, dated the date hereof, 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 its Facility B Term Loan Commitment as originally in effect 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 Documentsotherwise duly completed. (d) Each Lender will note on its internal records the amount The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by it each Lender to the Borrower, and each payment in respect thereof and made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any the Note evidencing the Loans of its Notes will endorse such Class held by it, endorsed by such Lender on the reverse side thereof schedule attached to such Note or any continuation thereof; provided that the outstanding principal amount failure of Loans evidenced thereby. Failure such Lender to make any such notation recordation or any error in such notation endorsement shall not affect the obligations of the Borrower to make a payment when due of any Borrower’s obligations amount owing hereunder or under such Note in respect of such Loans. (e) Notwithstanding anything No Lender shall be entitled to the contrary contained above have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in this Section 2.05 connection with a permitted assignment of all or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery portion of such Notes. No failure of any Lender to request or obtain a Note evidencing its Credit Agreement Lender's relevant Commitment, 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 Notes 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 Section 12.06 (h). At and, if requested by any time when any Lender requests the delivery of a Note to evidence any of its LoansLender, the applicable Borrower shall promptly execute and deliver agrees to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansso exchange any Note).

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 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 Loans The Term Loan made by each Lender to the Borrower on the Closing Date shall be evidenced by a Note of the Borrower, payable to the order of such Lender, in the Register maintained amount of such Lender's Commitment (or, if less, the principal amount of the Term Loan made by such Lender to the Borrower on the Closing Date). Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the indebtedness of the Borrower to such Lender resulting from the Term Loan made by such Lender to the Borrower, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Term Loan Commitment of each Lender, (ii) the amount of the Term Loan made hereunder by each Lender, the Type thereof and the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to SECTION 2.4, (iv) the date of each conversion thereof to another Type pursuant to SECTION 2.4, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of the Term Loan of such Lender and (vi) both the date and amount of any sum received 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 hereunder from the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 Borrower in respect of the Base Rate Term Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) each Lender's Pro Rata Share thereof. The entries made in such records shall 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 prima facie evidence 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 existence and amounts 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 therein recorded; PROVIDED, that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to pay repay the Loans Term Loan (both principal and all related Obligationsunpaid accrued interest) incurred by of such Borrower which would otherwise be evidenced thereby Lender 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. Each Lender's Loans under its Commitment shall be ----- evidenced by a Note payable to the order of such Lender in a maximum principal amount equal to such Lender's Percentage (aas of the Effective Date) Each Borrower’s of the Commitment Amount. The Note issued hereunder and as of the Effective Date shall be issued in substitution and exchange for, and not in satisfaction or payment of, the Existing Notes and the Indebtedness (together with the obligation to pay accrued interest thereon) originally evidenced by the Existing Notes which is now to be evidenced by the replacement Notes delivered pursuant to this Agreement shall be (and the Borrower hereby acknowledges and agrees that such Indebtedness is) a continuing Indebtedness, and nothing herein contained shall be construed to deem such Existing Notes paid, or to release or terminate any Lien or security interest given to secure such Existing Notes, which Liens and security interests shall continue to secure such Indebtedness as evidenced by such Notes. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the ----- ---- outstanding principal of, and the interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 rate 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 Interest Period applicable 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 Such notations shall be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of -------- ------- any Lender to make any such notation or any error in such notation notations shall not limit or otherwise affect any Obligations of the Borrower’s obligations . Interest Periods in respect of such Loans. (e) Notwithstanding anything to Eurodollar Rate Loans outstanding under the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Existing 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 as of the applicable Borrower to pay Effective Date shall be carried forward under the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with Notes issued hereunder as of 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 LoansEffective Date.

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 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 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 (i) in the case of a Term Loan, by a 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 “Term Note”) and (ii) in the case of a Revolving Loan, 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, a “Revolving Note”). (b) The Revolving Term Note issued to each requesting Term Lender that has a Commitment or with outstanding Initial Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns 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 equal to the Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Initial Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Final Maturity DateDate for Initial Term Loans, (iiv) bear interest as provided in the appropriate clause of Section 2.08 2.07 in respect of the Base Rate Loans and Euro LIBO Rate 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, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Term Note issued to the Swingline each requesting 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 the Swingline such Term Lender or its registered assigns and be dated the Closing Datedate of issuance thereof, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and Incremental Term Loan Commitment of such Lender on the Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be payable in a stated principal amount equal to the outstanding principal amount of the Swingline Incremental Term Loans of such Lender on the date of issuance thereof) and be payable in the principal amount of the Incremental Term Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry DateMaturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.082.07 or in the relevant Incremental Agreement in respect of Base Rate Loans or LIBO Rate 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. (d) Each The Revolving Note issued to each requesting Revolving Lender will note on with a Revolving Commitment or outstanding Revolving Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Revolving Lender or its internal records registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount of each Loan made by it and each payment in respect thereof and prior equal to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding Revolving Loans of such Revolving Lender at such time and be payable in the principal amount of the Revolving Loans evidenced thereby. Failure to make any , (iv) mature on the Maturity Date for such notation or any error Revolving Loans, (v) bear interest as provided in such notation shall not affect any Borrower’s obligations the appropriate clause of Section 2.07 in respect of such the Base Rate Loans and LIBO Rate 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) 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 (h)f) below. 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. (f) Each Term Lender will note on its internal records the amount of each Term 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 Term Loans evidenced thereby, in all cases in accordance with, and to the extent required by, such ▇▇▇▇▇▇’s customary practice. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Tranche A 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 of the Borrowers, substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (a "Tranche A Note. "), payable to the order of such Bank and in a principal amount equal to the amount of the initial Tranche A Commitment of such Bank. Each Bank is hereby authorized to record the date, Type and amount of each Tranche A Loan made by such Bank, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Tranche A Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Tranche A Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of any Bank to make such recordation (bor any error in such recordation) The Revolving shall not affect the obligations of the Borrowers hereunder or under such Tranche A Note. Each Tranche A 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, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with subsections 2.13 and 2.14. (b) The Tranche B Loans made by each Bank shall be evidenced by a promissory note of the Borrowers, substantially in a stated the form of Exhibit A-2, with appropriate insertions as to payee, date and principal amount (expressed a "Tranche B Note"), payable to the order of such Bank in U.S. Dollars) a 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 initial Tranche B Commitment of such Bank. Each Bank is hereby authorized to timerecord the date, (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 Type 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 Tranche B Loan made by it such Bank, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Tranche B Loans, the length of each Interest Period with respect thereof thereto, on the schedule annexed to and prior to constituting a part of its Tranche B Note, and any transfer such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure Bank to make any such notation recordation (or any error in such notation recordation) 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 Borrowers hereunder or under such Tranche B Note. Each Tranche B Note shall (i) be dated the Closing Date, (ii) be stated to pay mature on the Loans Termination Date and (and all related Obligationsiii) incurred by such Borrower which would otherwise be evidenced thereby provide for the payment of interest in accordance with the requirements of this Agreement, subsections 2.13 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 Loans2.14.

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 Each Revolving 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 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 Revolving 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 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 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 the benefits of this Agreement and the other Credit DocumentsDocuments and subject to the provisions hereof and thereof. (d) Each Lender will note record on its internal records the amount and Type of each Revolving 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 Borrower's obligations under this Agreement 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 LoansRevolving Notes.

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. (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 Lenders' aggregate Pro Rata Shares of the A Percentage of the aggregate Commitments and the Lenders' aggregate Pro Rata Shares of 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 Lessor). The Notes shall be issued in replacement of this Agreement and the other Credit Documents. (c) The Swingline Note notes issued pursuant to the Swingline Lender Original Loan Agreements, 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 Effective 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 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 final Lease Termination Date and (ii) bear interest from the date a Loan is made 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 Loans.Section

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 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. (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. (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.