Common use of Term Notes Clause in Contracts

Term Notes. (i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Notes Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form attached as of Exhibit A-1B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, A-2collectively, A-3 or A-4the “2008 Incremental Term Loan Notes”)), as applicable; provided, further, that with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of the its Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant theretoendorsements, or with any error in such notation or endorsement, shall not affect the rules Borrower’s obligations in respect of any securities market such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in which the Term Notes may be admitted to tradingthis Agreement, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if unless otherwise specified in the applicable Series Term Loan Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall only be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The delivered to New Term Notes bearing the manual, electronic or facsimile signatures of individuals who were Lenders with Term Loans which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note shall be entitled evidencing its Term Loans to any benefit under Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Base IndentureAgreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be valid for required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any purposetime when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, however, unless there appears on the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Borrower’s obligation to pay the principal of, and interest on, the Term Notes Loan made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 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 attached as of Exhibit A-1D, A-2with blanks appropriately completed in conformity herewith (each, A-3 or A-4a “Term Note” and, as applicable; providedcollectively, further, that any the “Term Notes”). (b) Each Lender will note on its internal records the amount of the Term Notes may be issued with appropriate insertions, omissions, substitutions Loan made by it and variations, each payment in respect thereof and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required prior to comply with any law or with rules or regulations pursuant thereto, or with the rules transfer of any securities market in which of its Term Notes with respect to the Term Notes may be admitted Loan will endorse on the reverse side thereof the outstanding principal amount of the Term Loan evidenced thereby. Failure to tradingmake any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loan (and all related Obligations) incurred by the Borrower which would otherwise be entitled evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoan. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Domestic Term Notes Loan made by each Domestic Term Lender shall be substantially evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the form attached as Exhibit A-1, A-2, A-3 ordinary course of business. The accounts or A-4, as applicable; provided, further, that any records maintained by the Administrative Agent and each Domestic Lender shall be conclusive absent manifest error of the amount, Type and Class of the Domestic Term Notes Loans made by the Domestic Lenders to GWI and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of GWI hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Domestic Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Domestic Lender made through the Administrative Agent, GWI shall execute and deliver to such Lender (through the Administrative Agent) in the case of a Domestic Term Loan, a promissory note in substantially the form of Exhibit B-1 (a “Domestic Term Note”) dated as of the Restatement Effective Date (or such other date on which a Lender may be issued become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of such Lender and shall evidence such Lender’s applicable Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, omissionsType (if applicable), substitutions amount and variationsmaturity of its Loans and payments with respect thereto. (b) [Reserved]. (c) The Australian Term Loan made by each Australian Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Australian Lender shall be conclusive absent manifest error of the amount, Type and may have imprinted Class of the Australian Term Loan made by the Australian Lenders to the Australian Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise reproduced thereon such legend or legends, not inconsistent affect the obligation of the Australian Borrower hereunder to pay any amount owing with respect to the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with Australian Obligations. In the rules event of any securities market conflict between the accounts and records maintained by any Australian Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Australian Lender made through the Administrative Agent, the Australian Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note in substantially the form of Exhibit B-3 (an “Australian Term Note”), dated as of the Restatement Effective Date (or such other date on which the Term Notes a Lender may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and become a party hereto in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held §20) and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together completed with the Definitive Variable Funding Notes, the “Definitive Notes”)appropriate insertions. The Notes Each such Note shall be issued payable to the order of such Lender and shall evidence such Lender’s applicable Australian Term Loans in minimum denominations addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of $25,000 its Loans and in any whole dollar denomination in excess thereofpayments with respect thereto. (iid) The UK Term Notes Loan made by each UK Lender shall be executed evidenced by manual, electronic one or facsimile signature more accounts or records maintained by an Authorized Officer such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each UK Lender shall be conclusive absent manifest error of the Issuer. The Term Notes bearing the manualamount, electronic or facsimile signatures of individuals who were at any time the Authorized Officers Type and Class of the Issuer shall be entitled to all benefits under this Base Indenture, subject UK Term Loan made by the UK Lenders to the following sentence, notwithstanding that such individuals UK Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of them have ceased the UK Borrower hereunder to hold such offices prior pay any amount owing with respect to the authentication UK Obligations. In the event of any conflict between the accounts and delivery records maintained by any UK Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any UK Lender made through the Administrative Agent, the UK Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note in substantially the form of Exhibit B-4 (a “UK Term Notes Note”), dated as of the Restatement Effective Date (or did not hold such offices at the other date of on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Term Notes. No Term Note shall be entitled payable to any benefit under this Base Indenturethe order of such Lender and shall evidence such Lender’s applicable UK Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, or be valid for any purposeType (if applicable), however, unless there appears on such Term Note a certificate amount and maturity of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, its Loans and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationpayments with respect thereto. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. Upon the request of any Term Loan Lender, the Borrowers shall execute and deliver to such Term Loan Lender a promissory note (each, a "Term Note"), which shall (i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject payable to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery order of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, Loan Lender and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. the issuance thereof, (ii) be in a stated principal amount equal to the Term Loan made by such Term Loan Lender, (iii) The aggregate represent the obligation of the Borrowers to pay to such Term Loan Lender such principal amount or, if less, the outstanding amount of the Term Notes which may Loan of such Term Loan Lender, plus interest accrued thereon as set forth in 4.6 or 4.7 herein, (iv) mature on the Term Loan Maturity Date and (v) be authenticated entitled to the benefits of this Credit Agreement and delivered under this Base Indenture the other Loan Documents. The Borrowers irrevocably authorize each Term Loan Lender with a Term Note to make or cause to be made a notation on such Term Loan Lender's Term Note Record reflecting the original principal amount of such Term Loan Lender's Term Loan Percentage of the Term Loan and, at or about the time of the receipt of any payment of principal on such Lender's Term Note, an appropriate notation on such Lender's Term Note Record reflecting the receipt of such payment. Each Term Loan Lender holding a Term Note will, prior to any transfer of such Term Note, endorse on the reverse side thereof the outstanding principal amount of Term Loan evidenced thereby. Failure to make such notation or any error in any such notation or endorsement shall be unlimitednot affect the Borrowers' obligations in respect of such Term Loan.

Term Notes. (ia) The Borrower’s obligation to pay the principal of, and interest on, the Term Notes Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 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 attached of Exhibit B (each a “Term Note” and, collectively, the “Term Notes”). (b) The Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount of the outstanding Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as Exhibit A-1, A-2, A-3 or A-4provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as applicable; providedthe case may be, furtherevidenced thereby, that any of (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions benefits of this Base IndentureAgreement and the other Credit Documents. (c) 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 the transfer of its Term Note 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 any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time (or from time to time) specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be entitled evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or be valid for any purpose, however, unless there appears on Term Notes in the appropriate amount or amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Parent Borrower's obligation to pay the principal of, and interest on, all of the Term Notes Loans made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 11.16 and shall, if requested by such Lender, also be evidenced by a promissory note substantially in the form attached as of Exhibit A-1B hereto with blanks appropriately completed in conformity herewith (each a "Term Note" and collectively, A-2the "Term Notes"). (b) The Term Note issued to each Lender shall (i) be executed by the Parent Borrower, A-3 (ii) be payable to the order of such Lender and be dated the Effective Date (or A-4if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loan Commitment or Incremental Term Loan Commitment, as applicable; providedthe case may be, further, that any of such Lender and be payable in a principal amount equal to the amount of the Initial Term Notes Loans or Incremental Term Loans, as the case may be, made by such Lender, (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 issued with appropriate insertions, omissions, substitutions subject to voluntary prepayment as provided in Section 3.01 and variations, mandatory repayment as provided in Section 3.02 and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with (vii) be entitled to the provisions benefits of this Base IndentureAgreement and the other Credit Documents. Upon receipt of an affidavit of an officer of the Lender (together with a customary indemnity from such Lender in form and substance satisfactory to the Parent Borrower) that a Term Note has been lost, as may be required stolen, destroyed or mutilated, the Parent Borrower will issue a replacement Term Note in the same principal amount thereof and otherwise of like tender. (c) Each Lender will record on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will prior to comply with any law transfer of its Term Note endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or with rules any error in any such notation shall not affect the Parent Borrower's obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or regulations pursuant theretoelsewhere in this Agreement, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Parent Borrower shall affect or in any manner impair the obligations of the Parent Borrower to pay the Term Loans (and all related Obligations) incurred by the Parent Borrower which would otherwise be entitled evidenced thereby in accordance with the requirements of this Agreement. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Parent Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (a) 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 12.15 and shall, if requested by such Lender, also be evidenced (i) The in the case of A Term Notes shall be Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form attached as of Exhibit A-1B-1, A-2with blanks appropriately completed in conformity herewith (each, A-3 or A-4an “A Term Note” and, as applicable; providedcollectively, furtherthe “A Term Notes”), that (ii) in the case of B 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, a “B Term Note” and, collectively, the “B Term Notes”), (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iv) in the case of Extended Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each an “Extended Term Note” and, collectively, the “Extended Term Notes”). (b) 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 the its Term Notes may be issued with appropriate insertionswill 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 the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be entitled 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 Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Borrower’s obligation to pay the principal of, and interest on, the Term Notes Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.12 and shall, if requested by such Lender, also be evidenced if requested by any applicable Lender, by a promissory note duly executed and delivered by the Borrower substantially in the form attached as of Exhibit A-1B, A-2with blanks appropriately completed in conformity herewith (each, A-3 or A-4a “Term Note” and, as applicable; providedcollectively, further, that the “Term Notes”). (b) 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 the its Term Notes may be issued with appropriate insertionswill 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 the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may Borrower shall only be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the deliver Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in Lenders promptly following request for the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be entitled 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 any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such the various Credit Documents. Any Lender which does not have a Term Note a certificate of authentication substantially evidencing its outstanding Term Loans shall in any event be required to make the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationnotations otherwise described in preceding clause (b). (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Borrower agrees that, upon the written request by any Lender to the Administrative Agent, the Borrower will execute and deliver to such Lender a Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4A Note and/or a Term B Note, as applicable, evidencing the Term A Loans and/or Term B Loans, as applicable, made by, and payable to the order of, such Lender, in each case in a maximum principal amount equal to such Lender's Term A Percentage or Term B Percentage of the original Term A Loan Commitment Amount and/or Term B Loan Commitment Amount, as applicable. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Term Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to, the Term Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided, furtherhowever, that the failure of any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted Lender to make any such notations shall not limit or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with affect any law or with rules or regulations pursuant thereto, or with the rules Obligations of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereofObligor. (iib) The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this clause, to maintain a register (the "Register") on which the Administrative Agent will record each Lender's Term Notes shall be executed Loan Commitment, the Term Loans made by manual, electronic or facsimile signature by an Authorized Officer each Lender and each repayment in respect of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes Loans, annexed to which may be authenticated and the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered under this Base Indenture to the Administrative Agent pursuant to Section 11.10. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor's Obligations. The entries in the Register shall be unlimitedconclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Term Loan is registered (or, if applicable, to which a Term Note has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of the Term Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 11.10. No assignment or transfer of a Lender's Term Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Term Notes. (ia) The Borrower's obligation to pay the principal of, and interest on, the Term Notes 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 attached of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Term Note" and, collectively, the "Term Notes"). (b) The Term Note issued to each Lender that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as Exhibit A-1, A-2, A-3 or A-4provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as applicable; providedthe case may be, furtherevidenced thereby, that (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, 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 Term Loan made by it and each payment in respect thereof and prior to any transfer of any of the its Term Notes may be issued with appropriate insertionswill 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 the Borrower's obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be entitled 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 Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (i) The Term Notes Loan of each Lender shall be evidenced by a promissory note of Holdings, substantially in the form attached of Exhibit A-1 (or, with respect to any Term Note issued after the effectiveness of the Assumption, substantially in the form of Exhibit A-3) with appropriate insertions as Exhibit A-1to payee, A-2date and principal amount (each, A-3 or A-4including as the same may have been amended by a Term Note Assumption Endorsement, as applicable; provideda "Term Note"), furtherpayable to the order of such Lender and representing the obligation of Holdings (or, that any after the effectiveness of the Assumption and after giving effect to the applicable Term Note Assumption Endorsement, Holdings and the Borrower, jointly and severally) to pay the amount of the Term Notes may be issued Loan made by such Lender. Concurrently with the effectiveness of the Assumption, each of Holdings and the Borrower shall execute and deliver to the Administrative Agent, for the account of each Lender, an endorsement to each Term Note, substantially in the form of Exhibit A-2 with appropriate insertionsinsertions as to payee, omissionsdate and principal amount (a "Term Note Assumption Endorsement"). Each Lender is hereby authorized to record the date, substitutions Type and variations, amount of its Term Loan and may have imprinted the date and amount of each payment or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions prepayment of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules principal thereof and each Conversion of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion thereof to another Type and, and in the case of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding NotesEurodollar Loans, the “Definitive Notes”). The Notes Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Term Note, and any such recordation shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer constitute prima facie evidence of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers accuracy of the Issuer shall be entitled to all benefits under this Base Indentureinformation so recorded; provided, subject to that the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery failure of such Lender to make any such recordation shall not impair or otherwise affect the validity or enforceability of its Term Notes or did not hold such offices at the date of such Term NotesNote. No Each Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall (a) be dated the Closing Date, (b) be stated to mature in installments in amounts equal to such Lender's Term Loan Commitment Percentage of the amounts, and payable on the dates, set forth on Schedule 2.2, and (c) bear interest for the period from the date of their authentication. (iii) The aggregate thereof on the unpaid principal amount of thereof at the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimitedapplicable interest rates per annum specified in Section 5.

Term Notes. (ia) The pro rata portion of the Term Notes Loan Advances renewed, extended and modified by each Lender for the benefit of Borrower shall be substantially evidenced by, and be repayable with interest in accordance with the terms of, a promissory note issued by Borrower, in each case payable to the order of such Lender, and in the maximum principal amount of such Lender's Term Commitment, in the form of Exhibit 3.3 hereto (together with any replacement, modification, renewal or substitution thereof, individually, a "Term Note" and collectively, the "Term Notes"). (b) Each Term Note shall be dated the Closing Date and be duly completed, executed and delivered by Borrower. (c) Each Lender shall endorse that portion of the amount of each Term Loan Advance which it has renewed, extended and modified for the benefit of Borrower and the amount of each payment or prepayment of principal thereon in the appropriate space on the grid sheet attached as Exhibit A-1, A-2, A-3 to its Term Note (or A-4, as applicableso note the same in its records); provided, furtherhowever, that the failure of any Lender to make any such endorsement or recordation shall not in any manner affect the obligation of Borrower to repay to such Lender the portion of the Term Loan Advance owed to such Lender under the Term Note held by such Lender. Any such endorsement or recordation shall represent conclusive evidence of the date and amount of such Lender's pro rata share of any Term Loan Advance or payment or prepayment of principal thereon, absent manifest error. (d) Each of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variationsshall mature on the Maturity Date (or earlier as hereinafter provided), and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication payment and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially prepayment as provided in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, Sections 3 and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication6 hereof. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (i) The Notwithstanding the date of this Term Note, the Substitute Term Notes carry all of the rights to unpaid interest that were carried by the 2008 Term Notes such that no loss of interest shall result from any such substitution.]1 This Term Note evidences [Initial Term Loan] [Delayed Draw Term Loan] borrowings under and has been issued by the Borrowers in accordance with the terms of the Credit Agreement. The Lender and any holder hereof pursuant to the Credit Agreement or by operation of law is entitled to the benefits of the Credit Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Term Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Borrowers irrevocably authorize the Lender to make or cause to be made, at or about the time of the Drawdown Date of the [Initial Term Loan][Delayed Draw Term Loan] or at the time of receipt of any payment of principal of this Term Note, an appropriate notation on the grid attached to this Term Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such [Initial Term Loan][Delayed Draw Term Loan] or (as the case may be) the receipt of such payment. The outstanding amount of the [Initial Term Loan][Delayed Draw Term Loan] set forth on the grid attached to this Term Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to the [Initial Term Loan][Delayed Draw Term Loan] shall be substantially prima facie evidence of the principal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrowers hereunder or under the Credit Agreement to make payments of principal of and interest on this Term Note when due to the extent of the unpaid principal and interest amount as of any date of determination. The Borrowers have the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Term Note on the terms and conditions specified in the form attached as Exhibit A-1Credit Agreement. If any one or more of the Events of Default shall occur, A-2, A-3 the entire unpaid principal amount of this Term Note and all of the unpaid interest accrued thereon and any other charges or A-4, as applicable; provided, further, that amounts due under any of the Loan Documents may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. No delay or omission on the part of the Lender, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. ______________________________ 1 Note: To be used with respect to the Initial Term Notes may be issued Loan. The Borrowers and every endorser and guarantor of this Term Note or the obligations represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with appropriate insertionsthe delivery, omissionsacceptance, substitutions and variationsperformance, default or enforcement of this Term Note, and may have imprinted assents to any extension or otherwise reproduced thereon such legend postponement of the time of payment or legendsany other indulgence, not inconsistent with to any substitution, exchange or release of collateral and to the provisions of this Base Indenture, as may be required to comply with any law addition or with rules or regulations pursuant thereto, or with the rules release of any securities market in which the Term Notes may be admitted to trading, other party or to conform to general usageperson primarily or secondarily liable. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No This Term Note shall be entitled deemed to any benefit take effect as a sealed instrument under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount laws of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimitedState of New York.

Term Notes. (i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, further that, if specified in the applicable Series Indenture Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, that unless otherwise set forth in the applicable Series Indenture Supplement, Tax Restricted Notes shall be issued in minimum denominations of $2,000,000 and in integral multiples of $1.00 in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Each Borrower’s obligation to pay the principal of, and interest on, the Term Notes Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.16 and shall, if requested by such Lender, also be evidenced by one or more promissory notes duly executed and delivered by each Borrower substantially in the form attached as of Exhibit A-1B, A-2with blanks appropriately completed in conformity herewith (each, A-3 or A-4an “Term Note” and, as applicable; providedcollectively, further, that the “Term Notes”). (b) 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 the its Term Notes may be issued with appropriate insertionswill 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 the Borrowers’ obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrowers shall affect or in any manner impair the obligations of the Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrowers which would otherwise be entitled 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 Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (i) The obligations to repay the Term Notes Loans and to pay interest thereon shall be evidenced by separate promissory notes of the Borrower to each Lender in substantially in the form of Exhibit C-2 attached as Exhibit A-1hereto (the "Term Loan Notes"), A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon one Term Loan Note being payable to the order of each Lender in a principal amount equal to such legend or legends, not inconsistent with the provisions Lender's Pro Rata Share of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form Loans and in accordance with Section 2.03 beneficial ownership interests in representing the Book-Entry Notes shall initially be held and transferred through the book-entry facilities obligations of the Depositary; provided, thatBorrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notesless, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate unpaid principal amount of the Term Notes which may Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be authenticated made appropriate notations on its Term Loan Note, or on a record pertaining thereon, reflecting Term Loans and delivered under this Base Indenture repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record shall be unlimitedprima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due.

Term Notes. Simultaneously with the conversion of the outstanding Construction Loans of each Construction Lender into Term Loans of such Construction Lender in accordance with Section 2.1 hereof and Section 2.7 of the original Loan Agreement and Applicable Law, the Borrowers shall amend and restate and the ▇▇▇ shall issue the ▇▇▇ (iPartnership) The Construction Notes (as defined in the Original Loan Agreement) of such Construction Lender and, to the extent the Partnership Development Loans are converted into Term Notes Loans in accordance with Section 2.1 hereof and Section 2.7 of the Original Loan Agreement, amend and restate the Partnership Development Loan Note of such Construction Lender and deliver to each Lender amended and restated promissory notes evidencing such amendments and restatements as follows: (a) the converted ▇▇▇ Building Loans of such Construction Leader shall be evidenced by a promissory note of the Borrowers substantially in the form attached as of Exhibit A-1A-1 (collectively, A-2, A-3 or A-4, as applicable; provided, further, that any the "▇▇▇ Building Term Notes"); (b) the converted ▇▇▇ Development Loans of such Construction Lender shall be evidenced by a promissory note of the Borrowers substantially in the form of Exhibit A-2 (collectively, the "▇▇▇ Development Term Notes"); and (c) to the extent the Partnership Development Loans of such Construction Lender are converted into Term Loans, the converted Partnership Development Loans shall be evidenced by promissory notes of the Partnership substantially in the form of Exhibit A-3 (collectively, the "Partnership Term Notes"; together with the ▇▇▇ Building Term Notes may be issued with appropriate insertionsand the ▇▇▇ Development Term Notes, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the "Term Notes may be admitted to trading, or to conform to general usageNotes"). The Term Notes of each Lender shall have appropriate insertions and be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in payable to the Book-Entry Notes shall initially order of such Lender. Each Term Note shall (i) be held and transferred through dated the book-entry facilities of the Depositary; providedsecond Capital Contribution Date, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The in the case of the ▇▇▇ Building Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of and the Issuer. The ▇▇▇ Development Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base IndentureNotes, subject to Section 11.8(a), represent the following sentence, notwithstanding that such individuals or any joint and several obligations of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, Partnership and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by ▇▇▇ to pay the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Loan made by such Lender as an amendment and restatement of such ▇▇▇ (Partnership) Construction Notes which may (as defined in the Original Loan Agreement) and, in the case of the Partnership Term Notes, represent the obligation of the Partnership to pay the principal amount of the Term Loan made by such Lender as an amendment and restatement of such Partnership Development Loan Note, (iii) be authenticated and delivered under this Base Indenture shall be unlimited.payable in consecutive quarterly installments of principal on each Installment Payment Date in the amounts set forth on Schedule 11, (iv) provide for the payment of interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding in accordance with Section 4.3

Term Notes. (ia) The Borrower’s obligation to pay the principal of, premium (if any), and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substan-tially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) 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 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 any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, in the event of any conflict between the books and records of any Lender and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Term Notes shall only be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required delivered to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in Lenders which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Credit Document Obligations) incurred by the Borrower which would otherwise be entitled 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 Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (i) The Unless otherwise provided in any applicable Series Supplement, the Term Notes shall be substantially in the form attached as Exhibit A-1, A-1 and Exhibit A-2, A-3 or A-4, as applicable; provided, furtherhowever, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests 2.03, Ownership Interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, thathowever, if specified that Term Notes purchased by Institutional Accredited Investors that are not Qualified Institutional Buyers will be delivered in fully registered, certificated form and Term Notes of a Series to the extent provided in the applicable related Series Supplement, all or a portion of any Class or Series of Term Notes upon original issuance, may be initially issued in fully registered, certificated form (collectively, the “Definitive Term Notes” and and, together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Unless otherwise provided in any applicable Series Supplement, the Term Notes shall be issued in minimum denominations of $25,000 initial principal balance and in any whole dollar denomination in excess thereof; provided, however, Term Notes issued as Definitive Term Notes shall be issued in minimum denominations of $100,000 initial principal balance and in integral multiples of $1,000 in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile manual signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile manual signatures of individuals who were at any time the Authorized Officers authorized officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Notes executed by the Issuer for issuance pursuant to this Indenture. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile manual signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, on the date of this Agreement, (a) (i) The Term Notes shall be substantially in the form attached each Lender designated as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required a “new lender” on Schedule 1 hereto agrees to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or make a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form term loan (the “Definitive Term Notes” and together with the Definitive Variable Funding Notescollectively, the “Definitive NotesNew Term Loan”). The Notes shall be issued ) on the date hereof to the Borrower in minimum denominations of $25,000 the amount equal to the applicable Lender’s Term Loan Commitment and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by each Lender designated as a “deferred lender” on Schedule 1 hereto agrees to receive a promissory note in an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject amount equal to the following sentenceapplicable Lender’s Term Loan Commitment in exchange for certain obligations owed to them by the Borrower (collectively, notwithstanding that such individuals or any of them have ceased to hold such offices prior the “Deferred Term Loan”, and collectively with the New Term Loan, the “Term Loan”) and (b) Borrower shall issue to the authentication Lenders, and delivery of such Term Notes or did not hold such offices at the date of such Lenders shall accept from Borrower, the Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated outstanding from time to time shall bear interest at the rate set forth in the Term Notes and delivered under this Base Indenture shall be unlimitedrepaid as provided in the Term Notes. Repayment of the Term Notes is due in full on the Maturity Date, unless the Obligations are otherwise accelerated, terminated or extended as provided in this Agreement. All payments and prepayments of any amounts due under the Term Notes or with respect to any Obligations shall be paid by the Borrower to the Lenders on a pro rata basis in accordance with each Lender’s Term Loan Commitment. The obligations of each Lender hereunder shall be several and not joint.

Term Notes. (ia) The Term Notes Loan made by each Lender shall be evidenced by a promissory note of the Borrower substantially in the form attached of Exhibit B (each a "Term Note"), with appropriate insertions therein as Exhibit A-1to date and principal amount, A-2payable to the order of such Lender and in a principal amount equal to such Lender's Term Loan. Each Lender is hereby authorized to record the date and amount of each payment or prepayment of principal of its Term Loan, A-3 each continuation thereof, each conversion of all or A-4a portion thereof to another Type and, as applicable; providedin the case of Fixed Rate Loans, furtherthe length of each Interest Period with respect thereto, that any on the schedule annexed to and constituting a part of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variationsNote, and may have imprinted or otherwise reproduced thereon any such legend or legendsrecordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Term Note shall (a) be dated the Closing Date, not inconsistent (b) be stated to mature in 83 equal consecutive monthly principal installments payable on the first Business Day of each calendar month, commencing on December 1, 1995 with a final principal payment in the provisions then outstanding principal amount of this Base Indenturesuch Term Loan payable on the Maturity Date, as may be required to comply with any law or with rules or regulations pursuant thereto, or with and (c) provide for the rules payment of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and interest in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”)2.12. The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate then outstanding principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture Loan shall be unlimitedpaid in full on the Maturity Date. (b) The Existing Loan shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit H (the "Existing Loan Note"), with appropriate insertions therein as to date and principal amount, payable to the order of PNC and in a principal amount equal to the Existing Loan. PNC is hereby authorized to record the date and amount of each payment or prepayment of principal of the Existing Loan on the schedule annexed to and constituting a part of the Existing Loan Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Existing Loan Note shall (a) be dated the Effective Date, (b) be stated to mature in 41 equal consecutive monthly principal installments, each of which shall be an amount equal to $83,333, payable on the first Business Day of each calendar month, commencing on November 1, 1995 with a final principal payment in the then outstanding principal amount of the Existing Loan payable on the Maturity Date, and (c) provide for the payment of interest in accordance with Section 2.12. The then outstanding principal amount of the Existing Loan shall be paid in full on the Maturity Date. (c) The Existing New Term Loan shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit H (the "Existing New Term Loan Note"), with appropriate insertions therein as to date and principal amount, payable to the order of PNC and in a principal amount equal to the Existing New Term Loan. PNC is hereby authorized to record the date and amount of each payment or prepayment of principal of the Existing New Term Loan on the schedule annexed to and constituting a part of the Existing New Term Loan Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Existing New Term Loan Note shall (a) be dated the Effective Date, (b) be stated to mature in 40 equal consecutive monthly principal installments, each of which shall be an amount equal to $104,167, payable on the first Business Day of each calendar month, commencing on November 1, 1995 with a final principal payment in the then outstanding principal amount of the Existing New Term Loan payable on the Maturity Date, and (c) provide for the payment of interest in accordance with Section 2.12. The then outstanding principal amount of the Existing New Term Loan shall be paid in full on the Maturity Date.

Term Notes. (ia) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Term Notes Note evidencing the Term Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender's Term Percentage of the original Term Loan Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Term Note (or on any continuation of such grid), which notations, if made, shall be substantially evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to, the Term Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the form attached as Exhibit A-1Register, A-2, A-3 or A-4, as applicablebe conclusive and binding on each Obligor absent manifest error; provided, furtherhowever, that the failure of any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted Lender to make any such notations shall not limit or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with affect any law or with rules or regulations pursuant thereto, or with the rules Obligations of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereofObligor. (iib) The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this clause, to maintain a register (the "Register") on which the Administrative Agent will record each Lender's Term Notes shall be executed Loan Commitment, the Term Loans made by manual, electronic or facsimile signature by an Authorized Officer each Lender and each repayment in respect of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes Loans, annexed to which may be authenticated and the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered under this Base Indenture to the Administrative Agent pursuant to Section 10.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor's or Personal Guarantor's Obligations. The entries in the Register shall be unlimitedconclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Term Loan is registered (or, if applicable, to which a Term Note has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Commitment or the Term Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 1. No assignment or transfer of a Lender's Term Loan Commitment or Term Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Term Notes. (i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-1 or A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, that unless set forth in the applicable Series Indenture Supplement, Tax Restricted Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $1.00 in excess thereof. (ii) The Term Notes shall be executed by manual, electronic manual or facsimile signature by an Authorized Officer of the IssuerCo-Issuers. The Term Notes bearing the manual, electronic or facsimile manual signatures of individuals who were at any time the Authorized Officers of the Issuer Co-Issuers shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic manual or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer Co-Issuers for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Borrower’s obligation to pay the principal of, and interest on, the Term Notes Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 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 attached of Exhibit B (each a “Term Note” and, collectively, the “Term Notes”). (b) The Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be payable in the principal amount of the outstanding Term Loans held by such Lender, (iv) mature on the Maturity Date, (v) bear interest as Exhibit A-1, A-2, A-3 or A-4provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as applicable; providedthe case may be, furtherevidenced thereby, that any of (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions benefits of this Base IndentureAgreement and the other Credit Documents. (c) 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 the transfer of its Term Note 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 any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time (or from time to time) specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be entitled evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or be valid for any purpose, however, unless there appears on Term Notes in the appropriate amount or amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Borrower agrees that, upon the request to the Administrative Agent by any Term Notes shall be Loan Lender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 12.6(c), to evidence such Lender's Term Loan the Borrower will execute and deliver, on the Effective Date in the case of any such request made on or prior to the Effective Date and promptly in the case of any such assignment, to such Lender a promissory note substantially in the form attached as of Exhibit A-1, A-2, A-3 or A-4A-2 (each, as applicable; providedamended, furthersupplemented, that any of the replaced or otherwise modified from time to time, a "Term Notes may be issued Note"), with appropriate insertionsinsertions therein as to payee, omissionsdate and principal amount, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject payable to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery order of such Term Notes or did not hold such offices at Loan Lender and in a principal amount equal to the date lesser of (a) the amount set forth under such Term Notes. No Loan Lender's name on Schedule I opposite the heading "Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in Loan Commitment" and (b) the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate then unpaid principal amount of the Term Notes which Loans made by such Term Loan Lender to the Borrower. Each Term Note shall (i) be dated the Effective Date, (ii) be payable as provided in subsection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. A Term Note may be authenticated assigned or otherwise transferred only by registration of such assignment or transfer in the Register (and delivered under this Base Indenture each Term Note shall expressly so provide). Any assignment or transfer of a Term Note shall be unlimitedregistered in the Register only upon surrender for registration of assignment or transfer of the Term Note accompanied by an Assignment and Acceptance duly executed by the assigning Term Loan Lender, and thereupon a new Term Note shall be issued to the designated Assignee and the surrendered Term Note shall be returned by the Administrative Agent to the Borrower marked "cancelled". No assignment of a Term Note shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.7(a). (b) The Term Loans shall be payable in 16 consecutive quarterly installments, commencing on March 31, 1999, on the dates and in the aggregate principal amount set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of the Term Loans then outstanding): Installment Amount ----------- ------ March 31, 1999 $ 750,000 June 30, 1999 $ 750,000 September 30, 1999 $ 750,000 December 31, 1999 $ 750,000 March 31, 2000 $1,000,000 June 30, 2000 $1,000,000 September 30, 2000 $1,000,000 December 31, 2000 $1,000,000 March 31, 2001 $1,000,000 June 30, 2001 $1,000,000 September 30, 2001 $1,000,000 December 31, 2001 $1,000,000 March 31, 2002 $1,000,000 June 30, 2002 $1,000,000 September 30, 2002 $1,000,000 December 31, 2002 $1,000,000

Term Notes. (ia) The Term Notes Loans made by each Lender shall be evidenced by the Term Notes duly executed on behalf of the Borrowers, dated the Closing Date, in substantially in the form attached hereto as Exhibit A-1, A-2, A-3 B-1 or A-4Exhibit B-2, as applicable, payable to the order of each such Lender in an aggregate principal amount equal to such Lender’s Term Loan A Commitment or Term Loan B Commitment, as applicable. (b) Each Lender is hereby authorized by the Borrower to endorse on a schedule attached to each Term Note delivered to such Lender (or on a continuation of such schedule attached to such Term Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Term Loan from such Lender, each payment and prepayment of principal of any such Term Loan, each payment of interest on any such Term Loan and the other information provided for on such schedule; provided, furtherhowever, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required Borrowers to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which repay the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and Loans made by such Lender in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held terms of this Agreement and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (iic) The Term Notes shall be executed by manual, electronic or facsimile signature by Upon receipt of an Authorized Officer affidavit of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject a Lender as to the following sentenceloss, notwithstanding that theft, destruction or mutilation of such individuals or any of them have ceased to hold such offices prior Lender’s Term Note and an indemnity in form and substance reasonably satisfactory to the authentication Lead Borrower, and delivery upon cancellation of such Term Notes or did not hold such offices at Note, the date Borrowers will issue, in lieu thereof, a replacement Term Note in favor of such Term Notes. No Term Note shall be entitled to any benefit under this Base IndentureLender, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate same principal amount thereof and otherwise of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimitedlike tenor.

Term Notes. (ia) The Term Notes Loan made by each Term Loan Lender shall be evidenced by a promissory note of the Borrower, substantially in the form attached as of Exhibit A-1N hereto (each a "TERM LOAN NOTE"), A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions payable to the order of such Term Loan Lender and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with representing the provisions obligations of this Base Indenture, as may be required the Borrower to comply with any law or with rules or regulations pursuant thereto, or with pay the rules of any securities market in which principal amount equal to the Term Notes may be admitted Loan Commitment of such Term Loan Lender, with interest thereon as prescribed in subsection 2.9. Each Term Loan Lender is hereby authorized to tradingrecord the date, or to conform to general usage. The Term Notes shall be issuable in book-entry form the Type and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities amount of the Depositary; providedTerm Loan made by such Term Loan Lender, thateach continuation thereof, if specified in the applicable Series Supplement, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof, and, in the case of Eurodollar Loans, the length of the Interest Period with respect thereto on the schedule annexed to and constituting a part of its Term Loan Note, and any such recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the failure of any Class Term Loan Lender to make such recordation (or Series any error in such recordation) shall not affect the obligations of the Borrower hereunder or under such Term Notes may Loan Note. Each Term Loan Note shall (i) be initially issued dated the First Amendment Effective Date, (ii) be payable as provided in fully registered, certificated form subsection 2A.2(b) and (iii) provide for the “Definitive Term Notes” and together payment of interest in accordance with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereofsubsection 2.9. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iiib) The aggregate Term Loans of all the Term Loan Lenders shall be payable in six (6) consecutive semi-annual installments on the dates and in the principal amounts set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.Loans then outstanding):

Term Notes. (a) 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 12.15 and shall, if requested by such Lender, also be evidenced (i) The in the case of Term Notes shall be Loans made on the Closing Date, by a promissory note duly executed and delivered by the Borrower substantially in the form attached as of Exhibit A-1B-1, A-2with blanks appropriately completed in conformity herewith (each, A-3 or A-4a “Term Note” and, as applicable; providedcollectively, furtherthe “Term Notes”), that (ii) in the case of 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 (ii) in the case of Extended Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, an “Extended Term Note”). (b) 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 the its Term Notes may be issued with appropriate insertionswill 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 the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall only be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were delivered to Lenders which at any time specifically request the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be entitled 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 Term Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any benefit under this Base Indenturetime when any Lender requests the delivery of a Term Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or be valid for any purpose, however, unless there appears on amounts to evidence such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authenticationLoans. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (i) The Term Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, further, that, if specified in the applicable Series Indenture Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $25,000 100,000 and in any whole dollar denomination in excess thereof; provided, that Tax Restricted Notes shall be issued in minimum denominations specified in the Series Indenture Supplement for such Series and Class of Tax Restricted Notes and in integral multiples of $1.00 in excess thereof as required in Section 2.07(ix). (ii) The Term Notes shall be executed by manual, electronic or facsimile manual signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile manual signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile manual signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iii) The aggregate principal amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.

Term Notes. (ia) The Borrower agrees that, upon the request to the Administrative Agent by any Term Notes shall be Loan Lender, in order to evidence such Lender's Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form attached as of Exhibit A-1, A-2, A-3 or A-4A-2 (each, as applicable; providedamended, furthersupplemented, replaced or otherwise modified from time to time, a "Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Term Loan Lender and in a principal amount equal to the amount set forth opposite such Term Loan Lender's name on Schedule 1.1 under the heading "Term Loan Commitment." Each Term Loan Lender is hereby authorized to record the date, Type and amount of its Term Loan, 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 of its Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Term Note, and any such recordation shall, in the absence of manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Term Loan Lender to make any such recordation, or any error therein, shall not affect any of the obligations of the Borrower under such Term Notes may Note or this Agreement. Any Term Note shall (i) be issued with appropriate insertionsdated the Closing Date, omissions, substitutions (ii) be payable as provided in Section 2.7(b) and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with (iii) provide for the provisions payment of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and interest in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that, if specified in the applicable Series Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof4.1. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the Issuer. The Term Notes bearing the manual, electronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Term Notes or did not hold such offices at the date of such Term Notes. No Term Note shall be entitled to any benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Term Notes executed by the Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of their authentication. (iiib) The aggregate Term Loans of all the Term Loan Lenders shall be payable in 17 consecutive quarterly installments on the dates and in a principal amount equal to the amount set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of the Term Notes which may be authenticated and delivered under this Base Indenture shall be unlimited.Loans then outstanding): Installment Amount ----------- ------- March 31, 1999 $2,000,000 June 30, 1999 2,000,000 September 30, 1999 2,000,000 December 31, 1999 2,500,000 March 31, 2000 2,500,000 June 30, 2000 2,500,000 September 30, 2000 2,500,000 December 31, 2000 3,000,000 March 31, 2001 3,000,000 June 30, 2001 3,000,000 September 30, 2001 3,000,000 December 31, 2001 3,500,000 March 31, 2002 3,500,000 June 30, 2002 3,500,000 September 30, 2002 3,500,000 December 31, 2002 4,000,000 March 31, 2003 4,000,000