Common use of Notes Clause in Contracts

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any a Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A, and (i) in the case of any Lender party hereto as of the date of this Agreement, such Note shall be dated as of the Closing Datedate of this Agreement, (ii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Total Commitment pursuant to Section 2.06(c), as of the effective date of such increase, in each case, payable to the order of such Lender in an aggregate a principal amount equal to its Commitment as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender’s Commitment. (b) Upon , deliver or cause to be delivered on the request effective date of the Swingline Lendersuch increase or decrease, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Commitment after giving effect to such increase or decrease, and otherwise duly completed, against return to the Swingline Borrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender is hereby authorized on its books for its Note, and, prior to any transfer, may be endorsed by the Borrowers to endorse such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any If requested by a Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A, dated dated, in the Closing case of (i) any Lender party hereto as of the date of this Agreement, as of the Effective Date, and (ii) any other Lender, as of the date such Lender becomes a party hereto, payable to the order of such Lender in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note and upon the written request of such Lender’s Commitment. (b) Upon , on the request effective date of the Swingline Lendersuch increase or decrease, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. Upon receipt of such replacement Note, such Lender shall return the Swingline replaced Note to the Borrower. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender is hereby authorized on its books for its Note, and, prior to any transfer, may be endorsed by the Borrowers to endorse such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any each Lender’s request, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the BorrowersBorrower, dated the Closing Effective Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender’s request, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the BorrowersBorrower, dated the Closing Effective Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers Borrower to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any the Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseno expense to the Borrower.

Notes. (a) Upon the request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Credit Loans made to it by such Lender shall be evidenced by a Revolving Credit NoteLender, duly executed on behalf of (ii) the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal Company will execute and deliver to such LenderTerm Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Commitment. (b) Upon obligation to pay the request of principal of, and interest on, the Swingline Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Credit Loans made to them by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of any such Revolving Credit Loanof, each payment of and interest on any such Revolving Credit Loan and on, the other information provided for on such scheduleSwing Loans made to it by the Swing Line Lender; provided, however, that the failure decision of any Lender or the Swing Line Lender to make such not request a notation or Note shall in no way detract from any error therein shall not affect the Borrower’s obligation of any Borrower to repay the Revolving Credit Loans made and other amounts owing by such Borrower to such Lender in accordance with or the terms of this Agreement and the applicable NotesSwing Line Lender. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of If requested by any LenderBank, the Revolving Credit Loans made by of such Lender Bank to Borrower shall be evidenced by a Revolving Credit Note, duly executed on behalf Note of the Borrowers, dated the Closing Date, Borrower payable to the order of such Lender Bank in an aggregate a principal amount equal to the amount of such LenderBank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made If requested by the Swingline Lender with respect to Bank, the Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf Credit Note of the Borrowers, dated the Closing Date, Borrower payable to the order of the Swingline Lender, Bank in an aggregate a principal amount equal to the Swingline Loan CeilingCommitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to Bank shall record in such Lender’s internal recordsits books and records the date, an appropriate notation evidencing amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and (iii) the other information provided for on amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such scheduleLoan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to make maintain such a notation account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Revolving Credit Loans made to Borrower by such Lender Bank in accordance with the terms of this Agreement and the applicable NotesAgreement. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Domestic Lender, the Revolving Credit Loans made by such Domestic Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Domestic Borrowers, dated the Closing Effective Date, as applicable, payable to the order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the request of the any Swingline Lender, the Revolving Credit Loans made by the such Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Effective Date, payable to the order of the such Swingline Lender, in an aggregate principal amount equal to the Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of any Canadian Lender, the Revolving Credit Loans made by such Canadian Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Canadian Borrower, dated the Effective Date, payable to the order of such Canadian Lender in an aggregate principal amount equal to such Canadian Lender’s Commitment. (d) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (de) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. The Revolving Loans made by each Revolving Lender shall at the request of such Revolving Lender be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-1 hereto, dated (a) Upon the request Closing Date, (b) the effective date of an Assignment pursuant to Section 12.06(b) or (c) the effective date that any LenderRevolving Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.03(d), the in each case, payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount as in effect and otherwise duly completed. The Swingline Loans made by such the Swingline Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A-2 hereto, dated the Closing Date, Date and payable to the order of such Swingline Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof)Sublimit. The date, or otherwise to record in such Lender’s internal recordsamount, an appropriate notation evidencing the date and amount Type, interest rate and, if applicable, Interest Period of each Revolving Credit Loan from such made by each Revolving Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Lender on its books for its Revolving Note. The date, amount and interest rate of each payment Swingline Loan made by the Swingline Lender, and prepayment all payments made on account of the principal of thereof, shall be recorded by the Swingline Lender on its books for the Swingline Note. Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of If requested by any LenderBank, the Revolving Credit Loans made by of such Lender Bank to Borrower shall be evidenced by a Revolving Credit Note, duly executed on behalf Note of the Borrowers, dated the Closing Date, Borrower payable to the order of such Lender Bank in an aggregate a principal amount equal to the amount of such LenderBank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), the “Revolving Credit Notes”). (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made If requested by the Swingline Lender with respect to Bank, the Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf Note of the Borrowers, dated the Closing Date, Borrower payable to the order of the Swingline Lender, Bank in an aggregate a principal amount equal to the Swingline Loan CeilingCommitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to Bank shall record in such Lender’s internal recordsits books and records the date, an appropriate notation evidencing amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and (iii) the other information provided for on amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such scheduleLoan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to make maintain such a notation account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of any Borrower to repay (with applicable interest) the Revolving Credit Loans made to Borrower by such Lender Bank in accordance with the terms of this Agreement and the applicable NotesAgreement. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. Subject to the terms and conditions of this Agreement, at the Closing, AIRNET will issue and sell to each of the INVESTORS one (1) Senior Secured Convertible Note (a "Note"), and each INVESTOR will subscribe for and purchase one (1) such Note from AIRNET. The Note to be issued to SCP will be in the form of Exhibit D. The Note to be issued to TECORE will be in the form of Exhibit E. (a) Upon Purchase Price for SCP's Note. The purchase price (the request "SCP Note Purchase Price") for the Note to be issued to SCP in the form of any LenderExhibit D will be equal to Four Million Dollars ($4,000,000). SCP shall pay the SCP Note Purchase Price, subject to adjustment in accordance with Section 13.6, by (i) issuing a credit memorandum to AIRNET pursuant to which the Revolving Credit Loans made by such Lender outstanding principal balance payable to SCP under the terms of that certain Bridge Loan Promissory Note payable to SCP shall be evidenced by a Revolving Credit Notedeemed satisfied and paid in full (but the accrued interest thereon shall be deferred, duly executed on behalf as provided in subsection (d) hereinbelow), and (ii) paying the unpaid balance of the BorrowersSCP Note Purchase Price by certified check, dated the Closing Datecashier's check, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitmentor wire transfer at Closing. (b) Upon Purchase Price for TECORE's Note. The purchase price (the request "TECORE Note Purchase Price") for the Note to be issued to TECORE in the form of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall Exhibit E will be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to Twelve Million Dollars ($12,000,000). TECORE shall pay the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each TECORE Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Purchase Price in accordance with the payment schedule set forth below: (i) An amount equal to Four Million Dollars ($4,000,000) shall be payable by TECORE at Closing by (i) issuing a credit memorandum to AIRNET pursuant to which the outstanding principal balance payable to TECORE under the terms of this Agreement that certain Bridge Loan Promissory Note payable to TECORE, shall be deemed satisfied and paid in full (but the applicable Notesaccrued interest thereon shall be deferred as provided in subsection (d) hereinbelow), and (ii) paying the unpaid balance of the $4,000,000, subject to adjustment in accordance with Section 13.6, by certified check, cashier's check, or wire transfer at Closing. (dii) Upon receipt An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to June 30, 2003, by wire transfer. (iii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2003, by wire transfer. (iv) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2003, by wire transfer. (v) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 31, 2004, by wire transfer. (vi) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to June 30, 2004, by wire transfer. (vii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2004, by wire transfer. (viii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2004, by wire transfer. (ix) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 30, 2005, by wire transfer. (x) Notwithstanding the foregoing, TECORE shall have the right, exercisable at its option at any time and from time to time, to prepay any and all of an affidavit the payments scheduled above; and, as a consequence thereof, to enjoy the rights to vote and indemnity of a Lender as to the lossaccrual of interest, theftconversion rights, destruction or mutilation and other rights pertaining thereto, accounting from the date of any such Lender’s prepayment. In the event that TECORE shall fail to pay any installment of the purchase price of TECORE's Note pursuant to paragraphs (ii)-(ix) within 20 days after the due date, then SCP shall have the right, exercisable within 40 days after such due date, to make the investment by paying the amount of the installment then past due (and upon cancellation any subsequent installments when due and payable, to the extent set forth by SCP in its notice of such Noteexercise) instead of TECORE, the Borrowers will issueand AIRNET shall issue a Note to SCP, in lieu thereof, a replacement form similar to the Note in favor of such Lenderissued to SCP at the Closing, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensethe investment made by SCP. In the event that SCP shall not exercise its right to make an investment instead of TECORE, TECORE shall remain obligated to make the investment(s).

Notes. (a) Upon All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the request form of any LenderExhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Lender Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall be evidenced not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by a such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, duly executed on behalf of it will endorse the Borrowers, dated the Closing Date, payable schedule attached to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitmentits Revolving Credit Note. (b) Upon the request of the Swingline LenderConversion Date, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans Term Loan shall be evidenced by a Swingline Notesingle promissory note of Borrower in substantially the form of Exhibit G duly completed, duly executed on behalf in the principal amount equal to such Bank’s Pro Rata Share of the Borrowerstotal Term Loan Principal Amount, dated the Closing Conversion Date, payable to such Bank and maturing as to principal on the order Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Swingline LenderConversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an aggregate principal amount equal to 1/60th of the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and original principal amount of each Revolving Credit the Term Loan. The Term Loan from shall bear interest at the Interest Rate, and such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender be payable in accordance with Section 2.06 hereof, including, without limitation, on the terms of this Agreement and the applicable NotesTerm Loan Maturity Date. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ai) Upon the request of any Lender, the The Three-Year Facility Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersCompany substantially in the form of EXHIBIT A hereto, dated the Closing Datedate hereof, payable to the order of such Lender in an aggregate a principal amount equal to the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of EXHIBIT B hereto, dated the date hereof, payable to such Lender’s CommitmentLender in a principal amount equal to the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Upon The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the request Company, and each payment made on account of the Swingline Lenderprincipal thereof, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced recorded by a Swingline Notesuch Lender on its books and, duly executed prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender on behalf the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers, dated the Closing Date, payable Company to the order make a payment when due of the Swingline Lender, any amount owing hereunder or under such Note in an aggregate principal amount equal to the Swingline Loan Ceilingrespect of such Loans. (c) Each No Lender is hereby authorized by the Borrowers shall be entitled to endorse on a schedule attached to each Note delivered to such Lender (have its Notes substituted or on a continuation of such schedule attached to such Note and made a part thereof)exchanged for any reason, or otherwise to record subdivided for promissory notes of lesser denominations, except in such Lender’s internal records, an appropriate notation evidencing the date and amount connection with a permitted assignment of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation all or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation portion of such Lender’s 's relevant Commitment, Loans and Note and upon cancellation of such Notepursuant to Section 12.7 hereof (and, if requested by any Lender, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseCompany agrees to so exchange any Note).

Notes. (a) Upon the request of any Lender, the Revolving Credit The Loans made by such each Lender shall be evidenced ----- by a Revolving Credit NoteNote of Borrower, duly executed on behalf substantially in the form of the BorrowersExhibit A hereto, dated the Closing Datewith --------- appropriate insertions as to payee and principal amount, payable to the order of such Lender and in an aggregate a principal amount equal to the aggregate principal amount of the Commitment of such Lender’s Commitment., or such lesser amount, from time to time, of the Loan or Loans, as the case may be, made by such Lender and evidenced by such Note. Each Note shall (i) be dated the Document Closing Date, (ii) be stated to mature on the Final Maturity Date, (iii) have attached a grid for the purpose of evidencing all of the Loans (including accruals and payments of interest thereon) made by such Lender, and (iv) bear interest on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.6. ----------- Loan Agreement (b) Upon the request consummation of each Advance, each Lender shall make a notation on the grid attached to such Lender's Note indicating the amount of the Swingline Lender, the Revolving Credit Loans made Loan advanced by the Swingline such Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing such Advance Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) . Each Lender is also hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from Advance made by such Lender, each payment continuation or conversion thereof, the length of each Interest Period with respect thereto and prepayment the date and amount of principal of any such Revolving Credit Loan, each payment of principal and/or interest relating thereto, on the grid attached to each Note held by such Lender, and any such Revolving Credit Loan and recordation shall constitute prima facie evidence of the other ----- ----- accuracy of the information provided for on such scheduleso recorded; provided, however, that the failure of any Lender to make any -------- such a notation recordation or any error therein in such recordation shall not affect the obligation of Certificate Trustee under such instrument or the corresponding obligation of Lessee to pay Rent. In addition, on each Payment Date during any Borrower Construction Period, each Lender shall make a notation on the grid attached to repay such Lender's Note indicating the Revolving Credit Loans made by amount of Capitalized Interest accruing on such Lender in accordance with Lender's Note during the terms of this Agreement and the applicable Notes. Interest Period ending on such Payment Date (d) Upon receipt of an affidavit and indemnity of a Lender as which Capitalized Interest shall thereby be added to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation principal amount of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense).

Notes. Borrower shall execute and deliver on the Closing Date (i) to each Lender (a) Upon a Term Loan Note substantially in the request form of Exhibit V annexed hereto to evidence that Lender's Term Loan, in the principal amount of that Lender's Term Loan and with other appropriate insertions, and (b) a Revolving Note substantially in the form of Exhibit VI annexed hereto to evidence that Lender's Revolving Loans, in the principal amount of that Lender's Revolving Loan Commitment and with other appropriate insertions, and (ii) to Swing Line Lender (or to Administrative Agent for Swing Line Lender) a Swing Line Note substantially in the form of Exhibit VII annexed hereto to evidence Swing Line Lender's Swing Line Loans, in the principal amount of the Swing Line Loan Commitment and with other appropriate insertions. Administrative Agent may deem and treat the payee of any LenderNote as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any Person who, at the Revolving Credit Loans made by time of making such Lender request or giving such authority or consent, is the holder of any Note shall be evidenced by a Revolving Credit Noteconclusive and binding on any subsequent holder, duly executed on behalf assignee or transferee of that Note or of any Note or Notes issued in exchange therefor. If Borrower increases the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal of the Revolving Loan Commitments pursuant to such subsection 2.1A(iv), Borrower shall issue (a) replacement Revolving Notes to each Increasing Lender’s Commitment. , and (b) Upon the request of the Swingline Lender, the new Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached Notes to each Note delivered to such New Lender (or on a continuation of to Administrative Agent for such schedule attached to such Note and made a part thereofNew Lender), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Tranche A Loans made by such the Lender hereunder shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrowers in substantially the form of Exhibit A-1 hereto, dated as of the Closing Datedate hereof, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by amount of the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note Tranche A Commitment as originally in effect and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the duly completed. The date and amount of each Revolving Credit Tranche A Loan from made by the Lender to the Borrowers, and all payments and prepayments made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Tranche A Note, endorsed by the Lender on the schedule attached to such Lender, each payment and prepayment of principal of Tranche A Note or any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedulecontinuation thereof; provided, however, that any failure by the failure of any Lender to make any such a notation or any error therein shall not affect the obligation obligations of any Borrower to repay the Revolving Credit Borrowers hereunder or under such Tranche A Note in respect of such obligations. (b) The Tranche B Loans made by such the Lender hereunder shall be evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit A-2 hereto, dated as of the date hereof, payable to the Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as principal amount equal to the lossamount of the Tranche B Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche B Loan made by the Lender to the Borrowers, theftand all payments and prepayments made on account of the principal thereof, destruction shall be recorded by the Lender on its books and, prior to any transfer of the Tranche B Note, endorsed by the Lender on the schedule attached to such Tranche B Note or mutilation any continuation thereof; provided, however, that any failure by the Lender to make any such notation shall not affect the obligations of the Borrowers hereunder or under such Tranche B Note in respect of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseobligations.

Notes. (a) Upon the request of any If requested by a Lender, the Term Loan and Revolving Credit Loans Loans, as applicable, made by such Lender shall be evidenced by a Term Loan Note or Revolving Credit Note, duly executed on behalf as applicable, of the BorrowersBorrower in substantially the form of Exhibit A and Exhibit B, dated respectively, in each case dated, in the Closing Datecase of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, each payable to the order of such Lender in an aggregate a principal amount equal to its Term Loan Commitment (or, for any Term Loan Note issued followed the Effective Date, in an amount equal to the principal amount of the Term Loan held by such Term Lender) or its Maximum Revolving Credit Amount, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.07, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender’s Commitment. (b) Upon , deliver or cause to be delivered, to the request of the Swingline Lender, the extent such Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by is then holding a Swingline Revolving Credit Note, duly executed on behalf the effective date of the Borrowerssuch increase or decrease, dated the Closing Datea new Revolving Credit Note, payable to the order of the Swingline Lender, such Revolving Credit Lender in an aggregate a principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered its Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, whereupon such Lender will promptly return to the Borrower the Notes so replaced. In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(b) or on a continuation of such schedule attached to such Note and made a part thereofotherwise), or otherwise to record in such Lender’s internal recordsthe Borrower shall, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor request of such Lender, deliver or cause to be delivered, to the extent such Term Lender is then holding a Term Loan Note, on the effective date of such increase, a new Term Loan Note payable to such Term Lender in the same a principal amount thereof equal to its outstanding Term Loans as of such date, whereupon such Lender will promptly return to the Borrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and otherwise Revolving Loan made by each Lender, and all payments made on account of like tenor at the principal thereof, shall be recorded by such Lender on its books for its Term Loan Note and Revolving Credit Note, as applicable. Failure to make any such recordation shall not affect any Lender’s expenseor the Borrower’s rights or obligations in respect of such Loans or affect the validity of any transfer by any Lender of its Term Loan Note and/or Revolving Credit Note.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Date payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any If requested by a Lender, the Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A, dated dated, in the Closing Datecase of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement, (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption or (iii) any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment. Maximum Credit Amount increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Upon the request of the Swingline Lenderor otherwise), the Revolving Credit Loans made by Borrower shall deliver or cause to be delivered, to the Swingline extent such Lender with respect to Swingline Loans shall be evidenced by is then holding a Swingline Note, duly executed on behalf the effective date of the Borrowerssuch increase or decrease, dated the Closing Date, a new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed and such Lender shall promptly return to the Swingline Borrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender is hereby authorized on its books for its Note, and, prior to any transfer, may be endorsed by the Borrowers to endorse such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the Any Lender may request of any Lender, the Revolving Credit that Loans made by such Lender shall it be evidenced by a Revolving Credit Notesingle promissory note. In such event, duly executed on behalf the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the BorrowersEffective Date, dated as of the Closing Effective Date, (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. If any Lender’s Commitment. Maximum Credit Amount increases or decreases for any reason (bwhether pursuant to ‎Section 2.06, ‎Section 12.04(b) Upon the request of the Swingline Lenderor otherwise), the Revolving Credit Loans made by Borrower shall deliver or cause to be delivered on the Swingline Lender with respect to Swingline Loans shall be evidenced by effective date of such increase or decrease, a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, any Lender who requested a Note hereunder in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, and such Lender agrees to promptly thereafter return the Swingline previously issued Note held by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender is hereby authorized that receives a Note, and all payments made on account of the principal thereof, shall be recorded by the Borrowers such Lender on its books for its Note, and, prior to endorse any transfer, may be endorsed by such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Syndicated Revolving Credit Loans made by such Lender of each Bank shall be evidenced by a single Syndicated Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender Bank for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Lender’s Bank's Revolving Credit Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit The Money Market Loans made by any Bank to the Swingline Lender with respect to Swingline Loans Borrower shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Money Market Note payable to the order of such Bank for the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceilingaccount of its Lending Office. (c) Each Lender is hereby authorized The Term Loan of each Bank shall be evidenced by a single Term Loan Note payable to the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation order of such schedule attached Bank for the account of its Lending Office in an amount equal to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and original principal amount of each Revolving Credit such Bank's Term Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesCommitment. (d) Upon receipt of an affidavit and indemnity of a Lender as each Bank's Notes pursuant to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such NoteSection 3.01, the Borrowers will issueAgent shall deliver such Notes to such Bank. Each Bank shall record, in lieu thereofand prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, a replacement Note in favor the date, amount and maturity of, and effective interest rate for, each Syndicated Revolving Credit Loan, Money Market Loan or Term Loan, as the case may be, made by it, the date and amount of such Lendereach payment of principal made by the Borrower with respect thereto and whether, in the same case of such Bank's Syndicated Revolving Credit Note or Term Loan Note, such Syndicated Revolving Credit Loan or Term Loan, as the case may be, is a Base Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount thereof owing and otherwise unpaid on such Bank's Notes; provided that the failure of like tenor at any Bank to make, or any error in making, any such Lender’s expenserecordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required.

Notes. (a) Upon the request of If requested by any LenderBank, the Revolving Credit Loans made by of such Lender Bank to any Borrower shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order Note of such Lender Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an aggregate principal amount equal to such Lender’s Commitmentexisting Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made If requested by the Swingline Lender with respect to Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note, duly executed on behalf Note of such Borrower substantially the Borrowers, dated the Closing Date, payable to the order form of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan CeilingExhibit A-2 attached hereto and incorporated herein by reference. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to Bank shall record in such Lender’s internal recordsits books and records the date, an appropriate notation evidencing amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each Revolving Credit payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Lender, Borrower in respect of each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and each Bank’s share thereof. (e) The entries made in the other information provided for on such schedulebooks, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to make maintain such a notation account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of any each Borrower to repay (with applicable interest) the Revolving Credit Loans made to such Borrower by such Lender Bank in accordance with the terms of this Agreement and the applicable NotesAgreement. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the All Revolving Credit Loans made by such each Revolving Credit Lender under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single Revolving Credit Note, duly executed on behalf Note of the BorrowersBorrower in substantially the form of Exhibit C-1 hereto, in each case duly completed, dated the Closing Datedate of this Agreement, and payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit LoanLender for the account of its applicable Lending Office, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender Note to make such a notation or any error therein shall not affect represent the obligation of any the Borrower to repay the Revolving Credit Loans made by such Revolving Credit Lender. All Term Loans made by each Term Loan Lender under this Agreement shall be evidenced by, and repaid with interest in accordance with with, a single Term Loan Note of the terms Borrower in substantially the form of Exhibit C-2 hereto, in each case duly completed, dated the date of this Agreement Agreement, and payable to such Term Loan Lender for the account of its applicable Notes. (d) Upon receipt Lending Office, such Term Loan Note to represent the obligation of an affidavit the Borrower to repay the Term Loans made by such Term Loan Lender. Each Lender is hereby authorized by the Borrower to endorse on the schedule attached to the Note or Notes held by it the amount and indemnity type of a such applicable Loan and each renewal, conversion, and payment of principal amount received by such applicable Lender for the account of its applicable Lending Office on account of its applicable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the loss, theft, destruction or mutilation outstanding balance of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of Loans made by such Lender; provided, in however, that the same principal amount thereof and failure to make such notation with respect to any Loan or renewal, conversion, or payment shall not limit or otherwise affect the obligations of like tenor at the Borrower under this Agreement or the Note or Notes held by such Lender’s expense. All Revolving Credit Loans shall be repaid on the Revolving Credit Termination Date, and all Term Loans shall be repaid on the Term Loan Maturity Date.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline The Loans shall be evidenced by a Swingline Note, duly executed single Note made by the Borrower payable to Administrative Agent on behalf of the BorrowersLenders for the account of their respective Lending Offices. (b) Notwithstanding Section 2.5(a) above, dated any Lender may, by notice to the Closing Borrower and Administrative Agent, request that its Loan be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by the Borrower pursuant to Section 2.5(a) shall not include or evidence the Loans made by such Lender to the Borrower. Each such Note shall be modified to reflect the fact that it evidences solely the Loan made by the applicable Lender. Any additional costs incurred by Administrative Agent, the Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. If the Loan evidenced by such a Note are paid in full prior to the Maturity Date, payable the applicable Lender shall return such Note to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan CeilingBorrower. (c) Each Lender is hereby authorized by Upon receipt of the Borrowers Note issued pursuant to endorse on Section 3.1(a), Administrative Agent shall forward a schedule attached copy thereof to each Note delivered to such Lender (or on a continuation of such schedule attached to Lender. Administrative Agent shall record such Note or in its records the date, amount, type and maturity of each Loan made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing by each Lender and the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower with respect thereto, and may, if Administrative Agent so elects in connection with any transfer or enforcement of such Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of Administrative Agent to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any Notes. The Borrower hereby irrevocably authorizes Administrative Agent so to endorse such Note and to attach to and make a part of such Note a continuation of any such Revolving Credit Loanschedule as and when required. (d) Upon receipt of any Lender’s Note pursuant to Section 2.5(b), Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of interest principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of its Note, endorse on any the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Revolving Credit Loan and the other information then outstanding; provided for on such schedule; provided, however, that the failure of any Lender to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrower hereunder or under such Note. The Borrower hereby irrevocably authorizes each Lender so to endorse its Note and to attach to and make a part of its Note a continuation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request The Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Note made by each Borrower (including any Qualified Borrower) payable to the order of such Lender in an aggregate principal amount equal to such Lender’s CommitmentBank for the account of its Applicable Lending Office. (b) Upon Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of the Swingline Lendera particular type (including, the Revolving Credit Loans made by the Swingline Lender with respect to without limitation, Swingline Loans shall and Money Market Loans) be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, separate Note in an aggregate principal amount equal to the Swingline Loan Ceilingaggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Each Lender is hereby authorized by Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Borrowers to endorse on a schedule attached to each Administrative Agent shall forward such Note delivered to such Lender (or on a continuation Bank. Each Bank shall record the date, amount, type and maturity of such schedule attached to such Note each Loan made by it 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of any its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information then outstanding; provided for on such schedule; provided, however, that the failure of any Lender Bank to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit The Committed Loans shall mature, and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof shall be due and otherwise payable, on the Maturity Date. The Swingline Loans shall mature, and the principal amount thereof shall be due and payable, in accordance with Section 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of like tenor (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than fifteen (15) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at such Lender’s expenseany one time.

Notes. Borrower shall execute and deliver on the Closing Date to each Lender (or to Administrative Agent for that Lender if requested by such Lender) (a) Upon a Tranche A Term Loan Note substantially in the request form of EXHIBIT V annexed hereto to evidence that Lender's Tranche A Term Loan, in the principal amount of that Lender's Tranche A Term Loan and with other appropriate insertions, (b) a Tranche B Term Loan Note substantially in the form of EXHIBIT VI annexed hereto to evidence that Lender's Tranche B Term Loan, in the principal amount of that Lender's Tranche B Term Loan and with other appropriate insertions, and (c) a Revolving Note substantially in the form of EXHIBIT VII annexed hereto to evidence that Lender's Revolving Loans, in the principal amount of that Lender's Revolving Loan Commitment and with other appropriate insertions. Administrative Agent may deem and treat the payee of any LenderNote as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any person or entity who, at the Revolving Credit Loans made by time of making such Lender request or giving such authority or consent, is the holder of any Note shall be evidenced by a Revolving Credit Noteconclusive and binding on any subsequent holder, duly executed on behalf assignee or transferee of that Note or of any Note or Notes issued in exchange therefor. If Borrower increases the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline LenderTerm Loans or Revolving Loan Commitments, as the case may be, pursuant to subsection 2.1A(iv), Borrower shall issue replacement Term Notes or Revolving Credit Loans made by Notes, as the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Notecase may be, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Increasing Lender (or on a continuation of to Administrative Agent for such schedule attached Increasing Lender) and new Term Notes or Revolving Notes, as the case may be, to each New Lender (or to Administrative Agent for such Note and made a part thereofNew Lender), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf and, (i) in the case of any Lender party hereto as of the Borrowersdate of this Agreement, such Note shall be dated as of the Closing Datedate of this Agreement, (ii) in the case of any Additional Lender that becomes a party hereto in connection with an increase in the Elected Commitments pursuant to Section 2.07(f), such Note shall be dated as of the Increase Effective Date or (iii) in the case of any Lender that becomes a party hereto pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the Assignment and Assumption, in each case, payable to the order of such Lender or it registered assigns in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b), or otherwise), the Borrower shall, upon request of such Lender’s Commitment. (b) Upon , deliver or cause to be delivered on the request effective date of the Swingline Lendersuch increase or decrease, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, against the Swingline return to the Borrower of the Note so replaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender is hereby authorized on its books for its Note, and, prior to any transfer, may be recorded by the Borrowers to endorse such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Domestic Lender, the Revolving Credit Loans made by such Domestic Lender shall be evidenced by a Revolving Credit Note or Tranche A-1 Note, as applicable, duly executed on behalf of the Domestic Borrowers, dated the Closing Effective Date or the First Amendment Effective Date, as applicable, payable to the order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the request of the any Swingline Lender, the Revolving Credit Loans made by the such Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Effective Date, payable to the order of the such Swingline Lender, in an aggregate principal amount equal to the Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of any Canadian Lender, the Revolving Credit Loans made by such Canadian Lender shall be evidenced by a Revolving Credit Note or Tranche A-1 Note, as applicable, duly executed on behalf of the Canadian Borrower, dated the Effective Date or the First Amendment Effective Date, as applicable, payable to the order of such Canadian Lender in an aggregate principal amount equal to such Canadian Lender’s Commitment. (d) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (de) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender Borrower’s obligations to each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender Bank in an aggregate principal the amount equal to of such LenderBank’s Commitment. Each Bank may record appropriate notations to evidence the date and amount of each Revolving Loan made and the date and amount of each payment of principal made by Borrower with respect thereto. Each Bank is hereby irrevocably authorized by Borrower so to endorse its Note and to attach to and make a part of any such Note a continuation of any such schedule as and when required; provided, however, that the failure to make such annotations shall not relieve Borrower of its obligations to make payments as set forth in this Agreement and the other Loan Documents. The books and records of Agent and the Banks showing the account among Agent, the Banks, and Borrower shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. (b) Upon Borrower’s obligations to Agent for the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of Agent in the amount of the Swingline Lender, in an aggregate principal amount equal Commitment. Agent may record appropriate notations to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing evidence the date and amount of each Revolving Credit Swingline Loan from such Lender, made and the date and amount of each payment and prepayment of principal made by Borrower with respect thereto. Agent is hereby irrevocably authorized by Borrower so to endorse the Swingline Note and to attach to and make a part of any such Revolving Credit Loan, each payment Swingline Note a continuation of interest on any such Revolving Credit Loan schedule as and the other information provided for on such schedulewhen required; provided, however, that the failure of any Lender to make such a notation or any error therein annotations shall not affect the obligation relieve Borrower of any Borrower its obligations to repay the Revolving Credit Loans made by such Lender make payments as set forth in accordance with the terms of this Agreement and the applicable Notesother Loan Documents. The books and records of Agent showing the account among Agent and Borrower with respect to Swingline Loans shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request The Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Note made by each Borrower (including any Qualified Borrower) payable to the order of such Lender in an aggregate principal amount equal to such Lender’s CommitmentBank for the account of its Applicable Lending Office. (b) Upon Each Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of the Swingline Lendera particular type (including, the Revolving Credit Loans made by the Swingline Lender with respect to without limitation, Swingline Loans shall and Money Market Loans) be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, separate Note in an aggregate principal amount equal to the Swingline Loan Ceilingaggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Each Lender is hereby authorized by Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Borrowers to endorse on a schedule attached to each Administrative Agent shall forward such Note delivered to such Lender (or on a continuation Bank. Each Bank shall record the date, amount, type and maturity of such schedule attached to such Note each Loan made by it 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower or Qualified Borrower, as the case may be, with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of any its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information then outstanding; provided for on such schedule; provided, however, that the failure of any Lender Bank to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit The Committed Loans shall mature, and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof shall be due and otherwise payable, on the Maturity Date. The Swingline Loans shall mature, and the principal amount thereof shall be due and payable, in accordance with Section 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of like tenor (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than fifteen (15) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at such Lender’s expenseany one time.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date or the Effective Date, as applicable, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon The holder of the request of any LenderPurchase Option shall exercise such option by delivering written notice stating its desire to exercise this option to the Securities Depository, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit NoteIndenture Trustee, duly executed on behalf of the Borrowers, dated Remarketing Agents and the Closing Date, payable Rating Agencies at least thirty (30) days prior to the order of such Lender in an aggregate principal amount equal next succeeding Quarterly Distribution Date that it intends to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made exercise its Purchase Option and by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable delivering to the order of the Swingline Lender, in Indenture Trustee an aggregate principal amount equal to the Swingline Loan Ceiling. purchase price determined as described above at least thirty (c30) Each Lender is hereby authorized days prior to the next succeeding Quarterly Distribution Date. If the holder of the Purchase Option fails to provide the required notice or an amount sufficient to redeem the Series 2004-2 Notes, the Trustee shall attempt to sell the Financed Loans held within the Trust Estate pursuant to Section 2.13 of this Appendix A. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (b), the Indenture Trustee shall deposit amounts sufficient to redeem each Class of the Series 2004-2 Notes on the next succeeding Quarterly Distribution Date occurring on or after November 1, 2005 or Auction Rate Distribution Date, as appropriate, pursuant to the mandatory redemption provisions of Section 2.09(f) and (g)(ii) of the Indenture and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product into separate Accounts established by the Borrowers to endorse on a schedule attached to each Indenture Trustee within the Note delivered to such Lender (or on a continuation of such schedule attached to such Note Payment Fund and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing shall deposit the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as remainder to the lossCollection Fund to pay the remaining Program Expenses to the final redemption date of the Series 2004-2 Notes. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem the Series 2004-2 Notes on their Quarterly Distribution Date or Auction Rate Distribution Date, theftas appropriate, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, to pay any Issuer Derivative Payments (including all applicable Termination Payments) pursuant to the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensecorresponding Derivative Product.

Notes. (a) Upon the request of If requested by any Lender, the Term Loan and Revolving Credit Loans Loans, as applicable, made by such Lender shall be evidenced by a Revolving Credit Note or Term Loan Note, duly executed on behalf as applicable, made by the Borrower in substantially the form of Exhibit B-1 and Exhibit B-2, respectively, in each case dated, in the case of (i) any Lender party hereto as of the Borrowersdate of this Agreement, dated as of the Closing Datedate of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, each payable to such Lender or its registered assigns in a principal amount equal to the principal amount of the Term Loans held by such Term Lender or any Revolving Credit Lender’s Revolving Credit Commitment, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Revolving Credit Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered, to the extent such Revolving Credit Lender is then holding a Revolving Credit Note, on the effective date of such increase or decrease, a new Revolving Credit Note, payable to the order of such Revolving Credit Lender or its registered assigns in an aggregate a principal amount equal to such Revolving Credit Lender’s Commitment. Revolving Credit Commitment after giving effect to such increase or decrease, and otherwise duly completed. In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (bwhether pursuant to Section 12.04(b) Upon or otherwise), the Borrower shall, upon request of the Swingline such Term Lender, deliver or cause to be delivered, to the Revolving Credit Loans made by the Swingline extent such Term Lender with respect to Swingline Loans shall be evidenced by is then holding a Swingline Term Loan Note, duly executed on behalf the effective date of the Borrowerssuch increase, dated the Closing Date, a new Term Loan Note payable to the order of the Swingline Lender, such Term Lender or its registered assigns in an aggregate a principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation Term Lender’s outstanding Term Loans as of such schedule attached to date. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and Revolving Loan made by each Term Lender and Revolving Credit Lender, respectively, and all payments made on account of the principal thereof, shall be recorded by such Term Lender or Revolving Credit Lender, as applicable, on its books for such Term Lender’s Term Loan 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit LoanLender’s Revolving Credit Note, each payment of interest on as applicable. Failure to make any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein recordation shall not affect any Lender’s or the obligation Borrower’s rights or obligations in respect of such Loans or affect the validity of any Borrower to repay the transfer by any Lender of its Term Loan Note and/or Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesNote. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of If requested by any LenderBank, the Revolving Credit Loans made by of such Lender Bank to any Borrower shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order Note of such Lender Borrower in substantially the form of Exhibit A-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an aggregate principal amount equal to such Lender’s Commitmentexisting Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made If requested by the Swingline Lender with respect to Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling”). (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to Bank shall record in such Lender’s internal recordsits books and records the date, an appropriate notation evidencing amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each Revolving Credit payment of principal and/or interest made by such Borrower with respect thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Lender, Borrower in respect of each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and each Bank’s share thereof. (e) The entries made in the other information provided for on such schedulebooks, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to make maintain such a notation account, such Register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligation of any each Borrower to repay (with applicable interest) the Revolving Credit Loans made to such Borrower by such Lender Bank in accordance with the terms of this Agreement and the applicable NotesAgreement. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit principal amount of the Loans made by of such Lender shall be evidenced by a Revolving Credit promissory note of the Borrower maturing on the Maturity Date and designated as a Note. Each Designated Lender who shall so request shall be issued a Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate a maximum principal amount equal to such Lender’s CommitmentAllocation. Each Conduit Lender who shall so request shall be issued a Note in the amount of the Loans of such Conduit Lender and the Note of the Granting Lender shall be reduced by such amount. At the request and at the sole cost and expense of the Borrower, when the Borrower has paid a Note in full and the applicable Lender no longer has any Allocation outstanding, such Lender will promptly return such Note to the Agent, who will return such Note to the Borrower, against receipt therefor, marked “PAID IN FULL.” (b) Upon If any Note shall become mutilated, destroyed, lost or stolen, the Borrower shall, upon the written request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline holder of such Note, duly executed on behalf of execute and deliver to the BorrowersAgent, dated who shall endorse and deliver to the Closing Dateapplicable Lender in replacement thereof, a new Note, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, same holder in the same principal amount thereof and otherwise dated the same date as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, such Note shall be surrendered to the Borrower for cancellation. If the Note being replaced has been destroyed, lost or stolen, the holder of like tenor at such Note shall furnish to the Borrower such indemnity as may be reasonably required by the Borrower to hold the Borrower harmless and evidence reasonably satisfactory to the Borrower of the destruction, loss or theft of such Note and of the ownership thereof; provided that if the holder of such Note is a Designated Lender’s expense, the written undertaking of the Lender shall be sufficient indemnity for the purposes of this clause (b).

Notes. (a) Upon the request The Revolver Advances of any Lender, the Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Revolver Note payable to the order of such Lender for the account of its Lending Office in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation original principal amount of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal recordsRevolver Commitment. Upon receipt of each Lender’s Revolver Note pursuant to Section 3.01, an the Administrative Agent shall deliver such Revolver Note to such Lender. Each Lender shall record, and prior to any transfer of its Revolver Note shall endorse on the schedule forming a part thereof appropriate notation evidencing notations to evidence, the date, amount and maturity of, and effective interest rate for, each Revolver Advance made by it, the date and amount of each Revolving Credit Loan from payment of principal made by the Borrower with respect thereto and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information ’s Revolver Note; provided for on such schedule; provided, however, that the failure of any Lender to make such a notation make, or any error therein in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Revolver Note or the ability of any Lender to assign its Revolver Note. Each Lender is hereby irrevocably authorized by the Borrower so to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s endorse its Revolver Note and upon cancellation to attach to and make a part of any Revolver Note a continuation of any such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof schedule as and otherwise of like tenor at such Lender’s expensewhen required.

Notes. (a) Upon the request 2.10.1 The obligation of any LenderBorrowers to repay all Loans and all Letter of Credit Advances, the Revolving Credit Loans made by such Lender shall and all interest and other charges thereon, may be evidenced by the Line of Credit Notes. If so requested by any Lender by written notice to Master Borrower (with a Revolving Credit Note, duly executed on behalf of the Borrowers, dated copy to Agent) at least two Business Days prior to the Closing DateDate or at any time thereafter, payable Borrowers shall execute and deliver to each Lender one Line of Credit Note in the order of such Lender in an aggregate principal amount equal to of such Lender’s Commitment; provided that any such Line of Credit Note shall be deemed to replace any Line of Credit Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement and any such Line of Credit Note issued pursuant to the Original Credit Agreement or the Existing Credit Agreement shall be marked “cancelled” and returned promptly to Master Borrower or a lost note affidavit shall be provided in lieu thereof. (b) Upon the request 2.10.2 The obligation of the Swingline LenderBorrowers to repay all Swing Line Loans, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall and all interest thereon, may be evidenced by the Swing Line Note. If so requested by any Lender by written notice to Master Borrower (with a Swingline Note, duly executed on behalf of the Borrowers, dated copy to Agent) at least two Business Days prior to the Closing DateDate or at any time thereafter, payable Borrowers shall execute and deliver to Swing Line Lender the Swing Line Note; provided that any such Swing Line Note shall be deemed to replace any Swing Line Note issued pursuant to the order of Original Credit Agreement or the Swingline Lender, in an aggregate principal amount equal Existing Credit Agreement and any such Swing Line Note issued pursuant to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by Original Credit Agreement or the Borrowers Existing Credit Agreement shall be marked “cancelled” and returned promptly to endorse on Master Borrower or a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information lost note affidavit shall be provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower upon request by such Lender in substantially the form of Exhibit A, dated dated, in the Closing Datecase of (i) any Lender party hereto as of the date of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Acceptance, as of the effective date of the Assignment and Acceptance, payable to the order of such Lender or its registered assigns in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment. Maximum Credit Amount increases or decreases for any reason (b) Upon the request of the Swingline Lenderwhether pursuant to Section 2.6, Section 12.5 or otherwise), the Revolving Credit Loans made by Borrower shall deliver or cause to be delivered on the Swingline Lender with respect to Swingline Loans shall be evidenced by effective date of such increase or decrease, a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the Swingline Loan Ceiling. principal thereof, shall be recorded by such Lender on its books for its Note. Failure to make any such notation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. Upon surrender of any Note at the principal office of the Administrative Agent for registration of transfer or exchange (c) Each Lender is hereby authorized and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Borrowers to endorse on a schedule attached to registered holder or its attorney duly authorized in writing and accompanied by the address for notices of each Note delivered to such Lender (or on a continuation transferee of such schedule attached to such Note and made a or part thereof), or otherwise and an assignment agreement in form and substance acceptable to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and Administrative Agent whereby the other information provided for on such schedule; provided, however, that the failure of any Lender assignee holder agrees to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made be bound by such Lender in accordance with the terms of this Agreement hereof that are applicable to holders, shall execute and deliver, at the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such LenderBorrower’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereofexpense, a replacement new Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseexchange therefor.

Notes. (a) Upon To further evidence its obligation to repay the request of any Senior Loans, with interest accrued thereon, the Borrower shall issue and deliver to each Senior Lender, no later than two (2) Business Days prior to the Revolving Credit Loans made date of each Disbursement, a non-negotiable promissory note (pagaré a la orden) issued by such Lender shall be evidenced the Borrower and guaranteed (avalado) by a Revolving Credit Note, duly executed on behalf the Sponsor and the Sponsor Guarantor in favor of the Borrowers, dated the Closing Date, payable to the order of such Lender relevant Senior Lenders in an aggregate a principal amount equal to the principal amount of the Disbursement requested from such Senior Lender’s Commitment, in each case, subject to the laws of the Country and substantially in the form of Schedule 12 (Form of Note) (collectively, the “Notes”). (b) Upon the request repayment in full of the Swingline Lenderprincipal and interest of its Senior Loan, the Revolving Credit Loans made by the Swingline relevant Senior Lender with respect shall return all Notes relating to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable such Senior Loan to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan CeilingBorrower marked “Cancelled.” (c) Each Neither the execution, delivery or participation of any Note, or the commencement of any judicial enforcement proceeding or exercise of any other right or remedy in connection with any Note, nor the total or partial collection of any Note shall be deemed to be a waiver of any right of any Senior Lender is hereby authorized by under, or an amendment of any term or condition of, this Agreement, the Borrowers Senior Loan Agreements or any other Financing Document, including with respect to endorse on a schedule attached to each Note delivered to such the governing law thereof. The rights and claims of any Senior Lender (under the Notes shall not replace or on a continuation supersede any rights and claims of such schedule attached to such Note Senior Lender under this Agreement and made a its Senior Loan Agreement; provided that payment of any part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing of the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each Note and any payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender thereunder in accordance with the terms of this Agreement and its Senior Loan Agreement shall, to the applicable Notesextent that such payment would discharge the Borrower’s obligations under this Agreement and its Senior Loan Agreements in respect of the payment of the principal or interest of a Senior Loan evidenced by such Note, discharge such obligation pro tanto. (d) Upon receipt of an affidavit and indemnity by the Borrower of a certificate of any Senior Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such any Note, the Borrowers will issue, Borrower shall execute and deliver in lieu thereofthereof a new Note on the same terms as the Note so replaced. (e) Upon receipt by the Borrower of a notice from any Senior Lender stating that a Senior Lender shall sell, a replacement Note transfer, assign or otherwise dispose of its rights or obligations under this Agreement or any other Financing Document in accordance with clause (b) of Section 7.07 (Successors and Assignees) and the applicable Senior Loan Agreement, and identifying the purchaser, assignee or transferee, the Borrower shall promptly execute new Notes in favor of such Lenderpurchaser, assignee or transferee satisfactory to such Senior Lender to substitute for the Notes previously delivered to such Senior Lender (the “Replaced Notes”). The Senior Lender and the Borrower shall thereafter cooperate for the prompt and contemporaneous (i) delivery of the Replaced Notes to the Borrower for cancellation and (ii) delivery of the new Notes to the relevant Senior Lender in exchange for the same principal amount thereof and otherwise of like tenor at such Lender’s expenseReplaced Notes.

Notes. (a) Upon The obligation of Borrower to repay the request of any Lender, the Revolving Credit Loans made by such each Lender and to pay interest thereon at the rates provided herein shall be evidenced by a Revolving Credit promissory note in the form of Exhibit D (individually, a "Note, duly executed on behalf of the Borrowers, dated the Closing Date, ") which note shall be (i) payable to the order of such Lender, (ii) in the amount of such Lender's Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. Borrower authorizes each Lender in an aggregate principal amount equal to record on the schedule annexed to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each 's Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from made by such Lender, Lender and of each payment and or prepayment of principal thereon made by Borrower, and agrees that all such notations shall constitute prima facie evidence of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedulematters noted; provided, however, that the any failure of any by a Lender to make any such a notation or any error therein shall not affect the obligation of any Obligations. Borrower further authorizes each Lender to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement attach to and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of make a Lender as to the loss, theft, destruction or mutilation part of such Lender’s 's Note continuations of the schedule attached thereto as necessary. If, because any Lender designates separate Applicable Lending Offices for Base Rate Loans or LIBOR Loans, such Lender requests that separate promissory notes be executed to evidence separately such Loans, then each such note shall be in the form of Exhibit D, mutatis mutandis to reflect such division, and upon cancellation of such Note, shall be (w) payable to the Borrowers will issue, in lieu thereof, a replacement Note in favor order of such Lender, (x) in the same principal amount thereof and otherwise of like tenor at such Lender’s expense's Commitment, (y) dated the Closing Date and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Note.

Notes. (a) Upon the request The Syndicated Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Lender’s Bank's Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline . The Swing Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Swing Loan Note payable to the order of Wachovia in the Swingline Lender, original principal amount of $5,000,000. Loans outstanding under the Original Agreement on the Closing Date shall be deemed to have been made hereunder and shall be evidenced by the Notes. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an aggregate principal amount equal to 50% of the Swingline Loan Ceilingoriginal principal amount of the aggregate Commitments. (c) Upon receipt of each Bank's Syndicated Loan Notes, Wachovia's Swing Loan Note and each Bank's Money Market Loan Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Syndicated Loan Notes to such Bank, the Swing Loan Note to Wachovia and such Money Market Loan Notes to such Bank. Each Lender is hereby authorized by Bank, as to the Borrowers Syndicated Loans or the Money Market Loans (or Wachovia, as to the Swing Loans), shall record, and prior to any transfer of its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the schedules forming a schedule attached part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Note delivered to such Lender Syndicated Loan or Money Market Loan (or on a continuation of such schedule attached to such Note and Swing Loan) made a part thereof)by it, or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower with respect thereto, and such schedules of any each such Revolving Credit Loan, each payment Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note) shall constitute rebuttable presumptive evidence of interest on any such Revolving Credit Loan the respective principal amounts owing and the other information provided for unpaid on such scheduleBank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note); provided, however, provided that the failure of any Lender Bank (or Wachovia) to make any such a notation recordation or any error therein endorsement shall not affect the obligation of the Borrower hereunder or under the Syndicated Loan Notes or the Money Market Loan Notes (or Swing Loan Note) or the ability of any Borrower Bank to repay the Revolving Credit Loans made by such Lender in accordance assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as respect to the loss, theft, destruction Swing Loan) is hereby irrevocably authorized by the Borrower so to endorse its Syndicated Loan Notes or mutilation Money Market Loan Notes (or Swing Loan Note) and to attach to and make a part of any Syndicated Loan Note or Money Market Loan Note (or Swing Loan Note) a continuation of any such Lender’s Note schedule as and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensewhen required.

Notes. (a) Upon the request The Syndicated Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Lender’s Bank's Commitment. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $15,000,000. The Money Market Loans made by any Bank to a Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the Money Market Facility Limit. (b) Upon the request receipt of the Swingline Lendereach Bank's Syndicated Loan Notes, Money Market Loan Notes, and Wachovia's Swing Loan Note pursuant to Section 3.01, the Revolving Credit Administrative Agent shall deliver such Syndicated Loan Notes and Money Market Loan Notes to such Bank and the Swing Loan Note to Wachovia. Each Bank, as to the Syndicated Loans and Money Market Loan Notes (or Wachovia, as to the Swing Loans), shall record, and prior to any transfer of its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan or Money Market Loan Notes (or Swing Loan) made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Noteit, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the relevant Borrower with respect thereto, and such schedules of any each such Revolving Credit Loan, each payment Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note) shall constitute rebuttable presumptive evidence of interest on any such Revolving Credit Loan the respective principal amounts owing and the other information provided for unpaid on such scheduleBank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note); provided, however, PROVIDED that the failure of any Lender Bank (or Wachovia) to make make, or error in making, any such a notation recordation or any error therein endorsement shall not affect the obligation of the relevant Borrower hereunder or under the Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) or the ability of any Borrower Bank to repay the Revolving Credit Loans made by such Lender in accordance assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as respect to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, Swing Loan) is hereby irrevocably authorized by the Borrowers will issue, in lieu thereof, so to endorse its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) and to attach to and make a replacement part of any Syndicated Loan Note in favor or Money Market Loan Notes (or Swing Loan Note) a continuation of any such Lender, in the same principal amount thereof schedule as and otherwise of like tenor at such Lender’s expensewhen required.

Notes. (a) Upon the request The Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Note payable to the order of such Lender Bank for the account of its Applicable Lending Office in an aggregate principal amount equal to the aggregate amount of such Lender’s Bank's Commitment. (b) Upon Each Bank may, by notice to the request of the Swingline LenderBorrower, the Revolving Credit Lead Agent and the Co-Lead Agent, request that its Loans made by the Swingline Lender with respect to Swingline Loans shall of a particular type (including Money Market Loans) be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, separate Note in an aggregate principal amount equal to the Swingline Loan Ceilingaggregate unpaid principal amount of such Loans. Any additional costs incurred by the Lead Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Each Lender is hereby authorized by Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Borrowers to endorse on a schedule attached to each Lead Agent shall forward such Note delivered to such Lender (or on a continuation Bank. Each Bank shall record the date, amount, type and maturity of such schedule attached to such Note each Loan made by it 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of any its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information then outstanding; provided for on such schedule; provided, however, that the failure of any Lender Bank to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit The Committed Loans shall mature, and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof shall be due and otherwise payable, on the Maturity Date. (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the earlier to occur of like tenor (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at such Lender’s expenseany one time.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Revolver Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf promissory note of the Borrowers, dated substantially in the Closing Dateform of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (a “Revolver Note”), payable to the order of such Lender and in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline amount of the initial Commitment of such Lender; provided, however, that the principal amount of each Revolver Loan Ceiling. (c) made in an Optional Currency shall be paid by the Borrowers in such Optional Currency. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in the date, currency, Type and amount of each Revolver Loan made by such Lender’s internal records, an appropriate notation evidencing each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each Revolving Credit Loan from such Lender, each payment and or prepayment of principal thereof and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Revolver Note, and any such Revolving Credit Loanrecordation shall constitute prima facie evidence of the accuracy of the information so recorded, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation recordation (or any error therein in such recordation) shall not affect the obligation obligations of any Borrower the Borrowers hereunder or under such Revolver Note. Each Revolver Note shall (a) be dated the Closing Date, (b) be stated to repay mature on the Revolving Credit Termination Date and (c) provide for the payment of interest in accordance with Sections 2.9 and 2.10. (b) The Swing Line Loans shall be evidenced by the Swing Line Note, payable to the order of the Swing Line Lender and in a principal amount equal to the amount of the Swing Line Commitment. The Swing Line Lender is hereby authorized to record the date, Type and amount of each Swing Line Loan made by such Lender and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Swing Line Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of the Swing Line Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with the terms of this Agreement Sections 2.9 and the applicable Notes2.10. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request The Syndicated Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Lender’s Bank's Commitment. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $5,000,000. (b) Upon the request receipt of the Swingline Lendereach Bank's Syndicated Loan Notes, and Wachovia's Swing Loan Note pursuant to Section 3.01, the Revolving Credit Agent shall deliver such Syndicated Loan Notes to such Bank and the Swing Loan Note to Wachovia. Each Bank, as to the Syndicated Loans (or Wachovia, as to the Swing Loans), shall record, and prior to any transfer of its Syndicated Loan Notes (or Swing Loan Note) shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan (or Swing Loan) made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Noteit, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower with respect thereto, and such schedules of any each such Revolving Credit Loan, each payment Bank's Syndicated Loan Notes (or Wachovia's Swing Loan Note) shall constitute rebuttable presumptive evidence of interest on any such Revolving Credit Loan the respective principal amounts owing and the other information provided for unpaid on such scheduleBank's Syndicated Loan Notes (or Wachovia's Swing Loan Note); provided, however, PROVIDED that the failure of any Lender Bank (or Wachovia) to make any such a notation recordation or any error therein endorsement shall not affect the obligation of the Borrower hereunder or under the Syndicated Loan Notes (or Swing Loan Note) or the ability of any Borrower Bank to repay the Revolving Credit Loans made by such Lender in accordance assign its Syndicated Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as respect to the loss, theft, destruction Swing Loan) is hereby irrevocably authorized by the Borrower so to endorse its Syndicated Loan Notes (or mutilation Swing Loan Note) and to attach to and make a part of any Syndicated Loan Note (or Swing Loan Note) a continuation of any such Lender’s Note schedule as and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensewhen required.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Revolver Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf promissory note of the Borrowers, dated substantially in the Closing Dateform of Exhibit A-1, payable with appropriate insertions as to the order of such Lender in an aggregate payee, date and principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline “Revolver Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender”), in an aggregate a principal amount equal to the Swingline amount of the initial Revolving Credit Commitment of such Lender; provided, however, that the principal amount of each Revolver Loan Ceiling. (c) made in an Optional Currency shall be paid by the Borrowers in such Optional Currency. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in the date, currency, Type and amount of each Revolver Loan made by such Lender’s internal records, an appropriate notation evidencing each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each Revolving Credit Loan from such Lender, each payment and or prepayment of principal thereof and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Revolver Note and in its internal records, and any such Revolving Credit Loanrecordation shall constitute prima facie evidence of the accuracy of the information so recorded, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation recordation (or any error therein in such recordation) shall not affect the obligation obligations of any Borrower the Borrowers hereunder or under such Revolver Note. Each Revolver Note shall (a) be stated to repay mature on the Revolving Credit Termination Date and (b) provide for the payment of interest in accordance with Sections 2.9 and 2.10. (b) The Swing Line Loans shall be evidenced by the Swing Line Note, and in a principal amount equal to the amount of the Swing Line Commitment. The Swing Line Lender is hereby authorized to record the date, Type and amount of each Swing Line Loan made by such Lender and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Swing Line Note and in its internal records, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of the Swing Line Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under the Swing Line Note. The Swing Line Note shall (a) be stated to mature on the Termination Date and (b) provide for the payment of interest in accordance with the terms of this Agreement Sections 2.9 and the applicable Notes2.10. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such each Revolving Credit Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the 42 Closing Date, payable to the order of each such Revolving Credit Lender in an aggregate principal amount equal to such Revolving Credit Lender’s Commitment. (b) Upon the request of the The Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower Borrowers to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensetenor.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline The Loans shall be evidenced by a Swingline Note, duly executed single Note made by the Borrower payable to Administrative Agent on behalf of the BorrowersLenders for the account of their respective Lending Offices. (b) Notwithstanding Section 2.5(a) above, dated any Lender may, by notice to the Closing Borrower and Administrative Agent, request that its Loans be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by the Borrower pursuant to Section 2.5(a) shall not include or evidence the Loans made by such Lender to the Borrower. Each such Note shall be modified to reflect the fact that it evidences solely Loans made by the applicable Lender. Any additional costs incurred by Administrative Agent, the Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. If the Loans evidenced by such a Note are paid in full prior to the applicable Maturity Date, payable the applicable Lender shall return such Note to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan CeilingBorrower. (c) Each Lender is hereby authorized by Upon receipt of the Borrowers Note issued pursuant to endorse on Section 3.1(a), Administrative Agent shall forward a schedule attached copy thereof to each Note delivered to such Lender (or on a continuation of such schedule attached to Lender. Administrative Agent shall record such Note or in its records the date, amount, type and maturity of each Loan made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing by each Lender and the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrower with respect thereto, and may, if Administrative Agent so elects in connection with any transfer or enforcement of such Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of Administrative Agent to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any Notes. The Borrower hereby irrevocably authorizes Administrative Agent so to endorse such Note and to attach to and make a part of such Note a continuation of any such Revolving Credit Loanschedule as and when required. (d) Upon receipt of any Lender’s Note pursuant to Section 2.5(b), Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of interest principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of its Note, endorse on any the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Revolving Credit Loan and the other information then outstanding; provided for on such schedule; provided, however, that the failure of any Lender to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrower hereunder or under such. The Borrower hereby irrevocably authorizes each Lender so to endorse its Note and to attach to and make a part of its Note a continuation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any If requested by a Lender, the Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower dated, dated in the Closing Datecase of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption or amendment or other modification to this Agreement, as of the effective date of the Assignment and Assumption or other amendment or modification, as applicable. Any such promissory note evidencing Tranche A Loans made by a Tranche A Lender shall be in substantially the form of Exhibit A-1, payable to the order of such Tranche A Lender in an aggregate a principal amount equal to such Lender’s Commitment. (b) Upon Tranche A Commitment or Tranche A Credit Exposure as in effect on the request of date described in the Swingline Lenderforegoing sentence, the Revolving Credit and any such promissory note evidencing Tranche B Loans made by the Swingline a Tranche B Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf in substantially the form of the Borrowers, dated the Closing DateExhibit A-2, payable to the order of the Swingline Lender, such Tranche B Lender in an aggregate a principal amount equal to such Lender’s Tranche B Commitment or Tranche B Credit Exposure as in effect on the Swingline date described in the foregoing sentence. In the event that any Lender’s Commitment or Credit Exposure with respect to any Class increases or decreases for any reason (whether pursuant to Section 2.07, Section 12.04(b) or otherwise), the Borrower shall, if requested by any Lender then holding a Note, deliver or cause to be delivered a new Note payable to such Lender in a principal amount equal to such Lender’s Commitment or Credit Exposure with respect to such Class after giving effect to such increase or decrease, and otherwise duly completed, and such Lender shall return its prior Note to the Borrower, marked “canceled” (or its equivalent) or an affidavit that such Note has been lost and (in any event) has been canceled. The date, amount, Class, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender is hereby authorized on its books for its Note, and, prior to any transfer, may be endorsed by the Borrowers to endorse such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon i. Promptly following the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing First Amendment Effective Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) ii. Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing First Amendment Effective Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) iii. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) iv. Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will promptly issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such each Revolving Credit Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of each such Revolving Credit Lender in an aggregate principal amount equal to such Revolving Credit Lender’s Commitment. (b) Upon the request of the The Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower Borrowers to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensetenor.

Notes. (a) Upon the request of any Lender, the Revolving Credit Syndicated Loans made by such each Lender shall be evidenced by a the Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender in the respective amount of its Applicable Commitment Percentage of the Total Revolving Credit Commitment, which Revolving Note shall be dated the Closing Date or a later date pursuant to an aggregate principal amount equal to such Lender’s CommitmentAssignment and Acceptance and shall be duly completed, executed and delivered by the Borrower. (b) Upon the request of the Swingline Lender, the Revolving Credit Competitive Bid Loans made by the Swingline each Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, Competitive Bid Note payable to the order of such Lender and representing the Swingline obligation of the Borrower to pay the Lesser of (i) the aggregate amount of the Revolving Credit Commitment of such Lender and (ii) the unpaid principal amount of all Competitive Bid Loans made by such Lender, in an aggregate with interest on the unpaid principal amount equal from time to the Swingline time outstanding of each Competitive Bid Loan Ceiling. (c) evidenced thereby as prescribed in Section 2.3. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Competitive Bid Loan from made by such Lender, each payment the maturity date thereof, the date and prepayment amount of principal of any such Revolving Credit Loan, each payment of principal thereof and the interest rate with respect thereto on the schedule attached to and constituting part of its Competitive Bid Note, and any such Revolving Credit Loan and recordation shall constitute prima face evidence of the other accuracy of the information provided for on such scheduleso recorded; provided, however, that the failure of any Lender to make any such a notation or any error therein recordation shall not affect the obligation obligations of the Borrower hereunder or under any Borrower Competitive Bid Note. Each Competitive Bid Note shall be dated the Closing Date or a later date pursuant to repay an Assignment and Acceptance and shall be duly completed, executed and delivered by the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesBorrower. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such of each Lender shall be evidenced by a single Revolving Credit Note, duly executed on behalf Note substantially in the form of the Borrowers, dated the Closing Date, Exhibit D hereto payable to the order of such Lender for the account of its Applicable Lending Office in an aggregate principal amount equal to the amount of such Lender’s 's Revolving Credit Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline The Swing Line Loans shall be evidenced by a Swingline Note, duly executed on behalf single Swing Line Note substantially in the form of the Borrowers, dated the Closing Date, Exhibit E hereto payable to the order of the Swingline Lender, Swing Line Lender for the account of its Applicable Lending Office in an aggregate principal amount equal to the Swingline Loan Ceilingamount of the Swing Line Commitment. (c) Each Lender is hereby authorized The Fronted Offshore Currency Loans shall be evidenced by the Borrowers to endorse on a schedule attached to each Note Fronted Offshore Currency Notes executed and delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing by the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrowing Subsidiaries in accordance with the terms of this Agreement and the applicable NotesOffshore Currency Addenda. (d) Upon receipt of an affidavit each Lender's Revolving Credit Note pursuant to Section 3.01(b), the Administrative Agent shall deliver such Revolving Credit Note to such Lender. Each Lender shall record in its books and indemnity records the date, amount, type and Interest Period (if any) of each Revolving Credit Loan made by it and the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided that the obligation of the Borrower to repay each Revolving Credit Loan shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Borrower shall be prima facie evidence of the items set forth therein in the absence of manifest error. (e) Upon receipt of the Swing Line Note pursuant to Section 3.01(c), the Administrative Agent shall deliver such Swing Line Note to the Swing Line Lender. The Swing Line Lender shall record in its books and records the date and amount of each Swing Line Loan made by it and the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided that the obligation of the Borrower to repay each Swing Line Loan shall be absolute and unconditional, notwithstanding any failure of the Swing Line Lender to make any such recordation or any mistake by the Swing Line Lender in connection with any such recordation. The books and records of the Swing Line Lender showing the account between the Swing Line Lender and the Borrower shall be prima facie evidence of the items set forth therein in the absence of manifest error. (f) Upon receipt of a Lender as Fronted Offshore Currency Note pursuant to Section 2.03(f), the Administrative Agent shall deliver such Fronted Offshore Currency Note to the lossOffshore Currency Fronting Lender. The Offshore Currency Fronting Lender shall record in its books and records the date and amount of each Fronted Offshore Currency Loan made by it and the date and amount of each payment of principal and/or interest made by the applicable Borrowing Subsidiary with respect thereto; provided that the obligation of the Borrowing Subsidiary to repay each Fronted Offshore Currency Loan shall be absolute and unconditional, theft, destruction notwithstanding any failure of the Offshore Currency Fronting Lender to make any such recordation or mutilation any mistake by the Offshore Currency Fronting Lender in connection with any such recordation. The books and records of such Lender’s Note the Offshore Currency Fronting Lender showing the account between the Offshore Currency Fronting Lender and upon cancellation the Borrowing Subsidiary shall be prima facie evidence of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, items set forth therein in the same principal amount thereof and otherwise absence of like tenor at such Lender’s expensemanifest error.

Notes. (a) Upon On the request of any LenderThird Amendment Effective Date, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf upon surrender of the Existing Contrarian Note by Contrarian to Borrowers, dated Borrowers will issue to Contrarian a new note in the Closing Date, payable to form of Tranche A Note in the order of such Lender in an aggregate principal amount equal to such Lender’s Commitmentof $5,401,143.62, which promissory note by its terms shall amend and restate in its entirety the Existing Contrarian Note. (b) Upon On the request Xxxxxx Shareholder Approval in connection with the consummation of the Swingline LenderHarbourside Exchange Transactions to occur on or about such date, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf upon surrender of the Existing Harbourside Note by Harbourside to Borrowers, dated Borrowers will issue to Harbourside a Tranche B Note in the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal of $4,293,216.71 less the amount of any repayment of the principal amount of Term Loans held by Harbourside after the Third Amendment Effective Date and prior to the Swingline Loan CeilingXxxxxx Shareholder Approval, which promissory note shall amend and in restate in its entirety the Existing Harbourside Note. (c) Each Lender is hereby authorized On the Rescission Date, Contrarian shall surrender to Xxxxxx the Tranche A Note issued to it pursuant to SECTION 2.4(A), and Borrowers shall issue and deliver to Contrarian a new Replacement Note in the aggregate principal amount of $7,715,919.45 less the amount of any repayment of the principal amount of Term Loans held by Contrarian after the Third Amendment Effective Date and prior to the Rescission Date (other than as contemplated by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereofContrarian Exchange Agreement), or otherwise which replacement note shall amend and restate in its entirety such Tranche A Note issued to record in such Lender’s internal records, an appropriate notation evidencing Contrarian on the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesThird Amendment Effective Date. (df) Upon receipt SECTION 7.1 of an affidavit the Credit Agreement is hereby amended by adding a new clause (i) immediately after existing clause (h) to read in its entirety as follows: (i) at the times and indemnity in the manner required for delivery as provided in the Senior Credit Agreement, deliver to Agent and Lenders a copy of a Lender as all of the reports, information, documents and notices required to be delivered to the loss, theft, destruction or mutilation Senior Agents and Senior Lenders pursuant to Article 5 of such Lender’s Note the Senior Credit Agreement. (g) Clauses (b) and upon cancellation (c) of such Note, SECTION 8.1 of the Borrowers will issue, Credit Agreement is hereby amended and restated in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.their entirety to read as follows:

Notes. (a) Upon the Any Lender may request of any Lender, the Revolving Credit that Loans made by such Lender shall it be evidenced by a Revolving Credit Notesingle promissory note. In such event, duly executed on behalf the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender or its registered assigns in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the Borrowersdate of this Agreement, dated as of the Closing Datedate of this Agreement and (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender or its registered assigns in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. held by such Lender on such date, and otherwise duly completed. If the amount of any Lender’s Loan is decreased for any reason (cwhether pursuant to Section 12.04(b) Each or otherwise), the Borrower shall upon request deliver or cause to be delivered on the effective date of such decrease, a new Note payable to any Lender is hereby authorized who requested a Note hereunder in a principal amount equal to the amount of any Lender’s Loan after giving effect to such decrease, and otherwise duly completed, and such Lender agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender that receives a Note, and all payments made on account of the Borrowers principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to endorse any transfer, may be recorded by such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Facility A Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower substantially in the form of Exhibit A-1, dated the Closing Datedate hereof, payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitmentthe amount of its Facility A Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Upon the request of the Swingline Lender, the Revolving Credit The Facility B Term Loans made by the Swingline each Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower substantially in the form of Exhibit A-2, dated the Closing Datedate hereof, payable to the order of the Swingline Lender, such lender in an aggregate a principal amount equal to the Swingline its Facility B Term Loan CeilingCommitment as originally in effect and otherwise duly completed. (c) Each The Facility C Term Loans made by each Lender is hereby authorized shall be evidenced by a single promissory note of the Borrowers to endorse on a schedule attached to each Note delivered Borrower substantially in the form of Exhibit A-3, dated the date hereof, payable to such Lender in a principal amount equal to its Facility C Term Loan Commitment as originally in effect and otherwise duly completed. (or d) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to the Borrower, and each payment made on a continuation account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note and made a part or any continuation thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information ; provided for on such schedule; provided, however, that -------- the failure of any such Lender to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrower to make a payment when due of any Borrower to repay the Revolving Credit Loans made by amount owing hereunder or under such Lender Note in accordance with the terms respect of this Agreement and the applicable Notessuch Loans. (de) Upon receipt No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of an affidavit and indemnity lesser denominations, except in connection with a permitted assignment of a Lender as to the loss, theft, destruction all or mutilation any portion of such Lender’s Note 's relevant Commitment, Loans and upon cancellation of such NoteNotes pursuant to Section 12.06 (and, if requested by any Lender, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseBorrower agrees to so exchange any Note).

Notes. The Loans (aother than Swing Loans) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the "Revolving Credit Note, duly executed on behalf of the BorrowersNotes"), dated the Closing Date, date of this Agreement and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of such Lender each Bank in an aggregate the principal face amount equal to such Lender’s Commitment. Bank's Commitment and shall be payable as set forth below (b) Upon provided that, without increasing the request Commitment of the Swingline Lendereach Bank, the initial Revolving Credit Loans made by the Swingline Lender with respect Note delivered to Swingline Loans each Bank shall be evidenced by a Swingline Note, duly executed on behalf of in the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation sum of such schedule attached Bank's active Tranche A Commitment and such Bank's pro rata share of the inactive Tranche B Commitment). The Borrower irrevocably authorizes each Bank to such Note and made a part make or cause to be made, at or about the time of the Drawdown Date of any Loan (other than Swing Loans) or at the time of receipt of any payment of principal thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing on such Bank's Record reflecting the date making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans (other than Swing Loans) set forth on such Bank's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note to make payments of principal of or interest on any Revolving Credit Note when due. The face amount of each Revolving Credit Loan from such LenderNote includes an allocable amount of Tranche B (based on each Bank's Commitment Percentage), each payment and prepayment which as of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that date hereof is not available to be borrowed by the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesBorrower. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request The Revolving Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be ----- evidenced by a single Amended and Restated Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender Bank in an aggregate a principal amount equal to such Lender’s Commitment. (b) Upon the request Bank's Revolving Commitment Amount originally in effect. The Term Loans of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans each Bank shall be evidenced by an Amended and Restated Term Note A or a Swingline NoteTerm Note B, duly executed on behalf of the Borrowersas applicable, dated the Closing Date, each payable to the order of such Bank in the Swingline Lender, in an aggregate principal amount equal to such Bank's Term Loans outstanding after the Swingline disbursement of the Term Loan Ceiling. (c) B on the Closing Date. Upon receipt of each Bank's Notes from the Borrowers, the Agent shall mail such Notes to such Bank. Each Lender Bank shall enter in its ledgers and records the amount of its Term Loans and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Bank is hereby authorized by the Borrowers to endorse enter on a schedule attached to each its Term Note delivered to such Lender (or on Revolving Note, as appropriate, a continuation record of such schedule attached to such Note Term Loans, Revolving Loans, Advances 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedulepayments; provided, however, however that the failure of by any Lender Bank to make any such a notation entry or any error therein in making such entry shall not limit or otherwise affect the obligation obligations of any Borrower to repay the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Credit Notes shall be the aggregate amount of all Revolving Loans made by such Lender in accordance with the terms Banks less all payments of this Agreement principal thereof made by the Borrowers and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, principal amount owing by the Borrowers will issue, in lieu thereof, a replacement Note in favor respect of such Lender, in the same Term Notes shall be the aggregate amount of all Term Loans made by the Banks less all payments of principal amount thereof and otherwise of like tenor at such Lender’s expensemade by the Borrowers.

Notes. (a) Upon the request of any each Lender’s request, the Revolving Credit the[Revolving Credit] Loans made by such Lender shall be evidenced by a Revolving Credit Note, FILO Note, or ABL Term Note, as applicable, duly executed on behalf of the BorrowersBorrower, dated the Closing Effective Date or the First Amendment Effective Date, as applicable, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s applicable Commitment. (b) Upon the request of the Swingline Lender’s request, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the BorrowersBorrower, dated the Closing Effective Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers Borrower to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any the Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseno expense to the Borrower.

Notes. (ai) Upon the request of any Lender, the The Revolving Credit Loans made by such each Revolving Credit Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-1, dated, in the case of (A) any Revolving Credit Note, duly executed on behalf Lender party hereto as of the Borrowersdate of this Agreement, dated as of the Closing Datedate of this Agreement, or (B) any Revolving Credit Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in an aggregate a principal amount equal to its Maximum Revolving Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s CommitmentMaximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Credit Note payable to the order of such Lender in a principal amount equal to its Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. (bii) Upon the request of the Swingline Lender, the Revolving Credit The Term Loans made by the Swingline each Term Loan Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A-2, dated as of (A) the Closing DateEffective Date or (B) the effective date of an Assignment pursuant to Section 12.04(b), payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceilingsuch Lender and otherwise duly completed. (ciii) Each The date, amount, Type, Class, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender is hereby authorized on its books for its Notes, and, prior to any transfer, may be endorsed by the Borrowers to endorse such Lender on a schedule attached to each Note delivered to such Lender (Notes or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable its Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon The Borrowers’ obligation to pay the request of any Lenderprincipal of, and interest on, the Revolving Credit Loans made by such 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, be evidenced by a Revolving Credit Note, promissory note duly executed on behalf and delivered by the Borrower Representative substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment“Notes”). (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made Each Note shall (i) be executed by the Swingline Borrower Representative, (ii) be payable to such Lender with respect to Swingline Loans shall and be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Restatement Effective Date (or, in the case of Notes issued after the Restatement Effective Date, payable to be dated the order date of the Swingline Lenderissuance thereof), (iii) be in an aggregate a stated principal amount equal to the Swingline Revolving Loan CeilingCommitment of such Lender on the Restatement Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Restatement Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Maturity Date, (vi) bear interest as provided in Section 2.07, (vii) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender is hereby authorized by will note on its internal records the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, made by it and each payment in respect thereof and prepayment of principal will, prior to any transfer of any such Revolving Credit Loanof its Notes, each payment endorse on the reverse side thereof the outstanding principal amount of interest on Loans evidenced thereby. Failure to make any such Revolving Credit Loan and notation or any error in any such notation or endorsement shall not affect the other information provided for on Borrowers’ obligations in respect of such schedule; providedLoans. (d) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, however, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to make such request or obtain a notation Note evidencing its Loans to the Borrowers shall affect or in any error therein shall not affect manner impair the obligation obligations of any Borrower the Borrowers to repay pay the Revolving Credit Loans made (and all related Obligations) incurred by such Lender Borrowers that would otherwise be evidenced thereby in accordance with the terms requirements of this Agreement Agreement, and shall not in any way affect the applicable Notes. security or guaranties therefor provided pursuant to the Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (dc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) Upon receipt of an affidavit and indemnity when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower Representative shall promptly execute and deliver to such Lender as the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the loss, theft, destruction case of a substitute or mutilation of such Lender’s Note and upon cancellation of such replacement Note, the Borrowers will issueBorrower Representative shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in lieu thereof, a replacement Note each case in favor of form and substance reasonably acceptable to such Borrower Representative and such requesting Lender, in the same principal amount thereof and otherwise of like tenor at duly executed by such requesting Lender’s expense.

Notes. (a) Upon The Loans of each Bank shall be evidenced by ----- a single Syndicated Dollar Note, a single Syndicated Foreign Currency Note, a single Dollar Money Market Note, and a single Foreign Currency Money Market Note executed and delivered by each Borrower, each payable to the request order of any Lender, such Bank for the Revolving Credit account of its Lending Office in an amount equal to the original principal amount of such Bank's Commitment. The Swing Loans made by such Lender shall be evidenced by a Revolving Credit single Swing Loan Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender Wachovia in an aggregate the original principal amount equal to such Lender’s Commitmentof $30,000,000. (b) Upon the request receipt of the Swingline Lendereach Bank's Notes pursuant to Section 3.01, the Revolving Credit Loans made by the Swingline Lender Agent shall deliver such Notes to such Bank. Each Bank (or Wachovia, with respect to Swingline Loans the Swing Loan Note) shall be evidenced by a Swingline Noterecord, duly executed on behalf and prior to any transfer of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to its Notes shall endorse on a the schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made forming a part thereof)thereof appropriate notations to evidence the date, or otherwise to record in such Lender’s internal recordsamount and maturity of, an appropriate notation evidencing and effective interest rate for, each Loan made by it, the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any made by the Borrower with respect thereto, whether such Revolving Credit Loan is a Base Rate Loan, Euro- Dollar Loan or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the Foreign Currency, and such schedules of each payment Note shall constitute rebuttable presumptive evidence of interest on any such Revolving Credit Loan the principal amounts owing and the other information provided for unpaid on such scheduleBank's Note; provided, however, provided that the failure of any Lender Bank to make any -------- such a notation recordation or any error therein endorsement shall not affect the obligation of any Borrower hereunder or under the Notes or the ability of any Bank to repay the Revolving Credit Loans made assign its Notes. Each Bank is hereby irrevocably authorized by each Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the Any Lender may request of any Lender, the Revolving Credit that Loans made by such Lender shall it be evidenced by a Revolving Credit Notesingle promissory note. In such event, duly executed on behalf the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the BorrowersEffective Date, dated as of the Closing Effective Date, (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. If any Lender’s Commitment. Maximum Credit Amount increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Upon the request of the Swingline Lenderor otherwise), the Revolving Credit Loans made by Borrower shall deliver or cause to be delivered on the Swingline Lender with respect to Swingline Loans shall be evidenced by effective date of such increase or decrease, a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, any Lender who requested a Note hereunder in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, and such Lender agrees to promptly thereafter return the Swingline previously issued Note held by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan Ceiling. (c) Each made by each Lender is hereby authorized that receives a Note, and all payments made on account of the principal thereof, shall be recorded by the Borrowers such Lender on its books for its Note, and, prior to endorse any transfer, may be endorsed by such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ai) Upon the request of any Each Term Loan made by each Term Lender shall, if requested by such Term Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit B-1 (each, dated a “Term Note”), dated, in the Closing Datecase of (A) any Term Lender party hereto as of the date of this Agreement, as of the date of the initial Borrowing or (B) any Term Lender that becomes a party hereto pursuant to an Assignment, as of the effective date of the Assignment, payable to the order of such Term Lender in an aggregate principal amount equal to such Lender’s Commitmentits Term Loan. (bii) Upon the request of the Swingline Lender, the The Revolving Credit Loans made by the Swingline each Revolving Lender with respect to Swingline Loans shall shall, if requested by such Revolving Lender, be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit B-2 (each, dated a “Revolving Note”), dated, in the Closing Datecase of (A) any Revolving Lender party hereto as of the date of this Agreement, as of the date the initial Borrowing or (B) any Revolving Lender that becomes a party hereto pursuant to an Assignment, as of the effective date of the Assignment, payable to the order of the Swingline Lender, such Revolving Lender in an aggregate a principal amount equal to its Revolving Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the Swingline event that any Revolving Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.6, Section 10.2(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Revolving Note payable to such Revolving Lender in a principal amount equal to its Revolving Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed and the affected Revolving Lender shall promptly deliver the Revolving Note being replaced to the Borrower. The date, amount, interest rate and Interest Period of each Revolving Loan Ceiling. (c) Each made by each Revolving Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Lender is hereby authorized on its books for its Revolving Note, and, prior to any transfer, may be endorsed by the Borrowers to endorse such Lender on a schedule attached to each such Revolving Note delivered to such Lender (or any continuation thereof or on a continuation of any separate record maintained by such schedule attached Revolving Lender. Failure to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Revolving Lender’s or the obligation Borrower’s rights or obligations in respect of such Revolving Loans or affect the validity of such transfer by any Borrower Revolving Lender of its Revolving Note. Each Note, if issued, shall only be issued as means to repay evidence the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity right, title or interest of a Lender as or a registered assignee in and to the lossrelated Loan, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, as set forth in the same principal amount thereof Register, and otherwise of like tenor at such Lender’s expensein no event shall any Note be considered a bearer instrument or obligation.

Notes. (a) Upon the request The Revolving Loans of any Lender, the Revolving Credit Loans made by such each Lender shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitment. (b) Upon the request Revolving Commitment Amount originally in effect. The Term Loans of the Swingline Lender, the Revolving Credit Loans made by the Swingline each Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, Term Notes payable to the order of such Lender in the Swingline Lender, in an aggregate principal amount equal to such Lender’s Tranche A1 Term Loan Commitment Amount, Tranche A2 Term Loan Commitment Amount, Tranche B1 Term Loan Commitment Amount or Tranche B2 Term Loan Commitment Amount, as applicable. Upon receipt of each Lender’s Notes from the Swingline Loan Ceiling. (c) Borrowers, the Administrative Agent shall mail such Notes to such Lender. Each Lender shall enter in its ledgers and records the amount of its Term Loans and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Lender is hereby authorized by the Borrowers each Borrower to endorse enter on a schedule attached to each Note delivered to such Lender (its Term Notes or on Revolving Note, as appropriate, a continuation record of such schedule attached to such Note Term Loans, Revolving Loans, Advances 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedulepayments; provided, however, however that the failure of by any Lender to make any such a notation entry or any error therein in making such entry shall not limit or otherwise affect the obligation of any Borrower to repay the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Credit Note shall be the aggregate amount of all Revolving Loans made by such Lender in accordance with the terms Lenders less all payments of this Agreement principal thereof made by the Borrowers and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, principal amount owing by the Borrowers will issue, in lieu thereof, a replacement Note in favor respect of such Lender, in the same Term Notes shall be the aggregate amount of all Term Loans made by the Lenders less all payments of principal amount thereof and otherwise of like tenor at such Lender’s expensemade by the Borrowers.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such Lender each Bank shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-l hereto, dated the Effective Date, payable to such Bank in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed. (b) The Term Loan made by each Bank shall be evidenced by a separate promissory note of the Company substantially in the form of Exhibit A-2 hereto, dated the date of such Term Loan, payable to such Bank in a principal amount equal to the amount of such Term Loan and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by such Bank on its books and, prior to any transfer of the Revolving Credit Note evidencing the Revolving Credit Loans held by it, endorsed by such Bank on the schedule attached to such Revolving Credit Note or any continuation thereof; PROVIDED that the failure of such Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Revolving Credit Loans evidenced by such Revolving Credit Note, duly executed on behalf . (d) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the BorrowersCompany substantially in the form of Exhibit A-3 hereto, dated the Closing Effective Date, payable to the order of such Lender Swingline Bank in an aggregate a principal amount equal to $10,000,000 and otherwise duly completed. The date and amount of each Swingline Loan and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of its Swingline Note, endorsed by the Swingline Bank on the schedule attached to the Swingline Note or any continuation thereof; PROVIDED that the failure by the Swingline Bank to make any such Lender’s Commitmentrecordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Swingline Note in respect of the Swingline Loans evidenced by such Swingline Note. (be) Upon the request of the Swingline Lender, the Revolving Credit The Competitive Loans made by the Swingline Lender with respect to Swingline Loans each Bank shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersCompany substantially in the form of Exhibit A-4 hereto, dated the Closing Effective Date, payable to the order of the Swingline Lender, such Bank in an aggregate a principal amount equal to the Swingline Loan Ceilingamount of its Commitment as originally in effect and otherwise duly completed. (cf) Each Lender is hereby authorized No Bank shall be entitled to have its Notes subdivided, by the Borrowers to endorse on exchange for promissory notes of lesser denominations or otherwise, except in connection with a schedule attached to each Note delivered to such Lender (permitted assignment of all or on a continuation any portion of such schedule attached Bank's relevant Commitment, Loans and Notes pursuant to such Section 11.06(b) hereof. The Swingline Bank shall not be entitled to have its Note and made subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a part thereof)permitted assignment of all or any portion of the Swingline Bank's Swingline Commitment, or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan Swingline Loans and the other information provided for on such schedule; provided, however, that the failure of any Lender Swingline Note pursuant to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesSection 11.06(g) hereof. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ai) Upon The Class A Notes shall accrue interest as provided in the request form of Class A Note set forth in Exhibit 1.01(a) and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. The Class B Notes shall accrue interest as provided in the form of Class B Note set forth in Exhibit 1.01(b), and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. The Class B Noteholders' Interest Distribution Amount will not be paid to the Class B Noteholders on the applicable Payment Date unless the Class A Noteholders' Interest Distribution Amount for such Payment Date shall first have been paid to the Class A Noteholders. Any installment of interest (and any LenderNoteholders' Interest Basis Carryover) or principal, if any, payable on any Note which is punctually paid or duly provided for by the Revolving Credit Loans Issuer on the applicable Payment Date, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer if such Person provides appropriate written instructions to the Indenture Trustee no later than such Record Date, and otherwise by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 1.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such Lender nominee and except for the final installment of principal payable with respect to such Note on a Payment Date which shall be evidenced payable as provided below. The funds represented by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of any such Lender checks returned undelivered shall be held in an aggregate principal amount equal to such Lender’s Commitmentaccordance with Section 3.02. (bii) Upon The principal of each Class A Note shall be payable in installments on each Payment Date after the request end of the Swingline LenderAcquisition Period (plus, if applicable, a single principal payment occurring at the Revolving Credit Loans made by end of the Swingline Lender Funding Period pursuant to Section 8.05) as provided in the form of the Class A Note set forth in Exhibit 1.01(a). The principal of each Class B Note shall be payable in installments on each Payment Date after the end of the Acquisition Period (plus, if applicable, a single principal payment occurring at the end of the Funding Period pursuant to Section 8.05) as provided in the form of the Class B Note set forth in Exhibit 1.01(b). No payments of principal with respect to Swingline Loans the Class B Notes will be paid until the Class A Notes have been paid in full. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be evidenced by a Swingline Notedue and payable, duly executed on behalf if not previously paid, if an Event of Default shall have occurred and if the Indenture Trustee or the Noteholders of the BorrowersNotes representing not less than a majority of the Controlling Class, dated have declared the Closing DateNotes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on the Notes shall be made, payable first, to the order of Class A Notes pro rata until the Swingline LenderClass A Note Principal Amount has been paid in full, in an aggregate principal amount equal and then to the Swingline Loan CeilingClass B Notes pro rata until the Class B Note Principal Amount has been paid in full. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest (and any Noteholders' Interest Basis Carryover) on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 9.02. (ciii) Each Lender is hereby authorized by If the Borrowers to endorse on Issuer defaults in a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the Class A Note Rate or the Class B Note Rate, as applicable, in any lawful manner. The Issuer may pay such defaulted interest to Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such Revolving Credit Loan special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee a notice which the Indenture Trustee will, as soon as practicable, distribute to each Noteholder that states the special record date, the payment date and the other information provided for on such schedule; provided, however, that the failure amount of any Lender defaulted interest to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notesbe paid. (div) Upon receipt The Noteholders' Interest Basis Carryover on each Payment Date, including all unpaid carryover from prior Payment Dates for each Class of an affidavit and indemnity of a Lender as Notes for each applicable Collection Period, shall be payable on such Payment Date, solely to the loss, theft, destruction or mutilation extent that the funds required are available to be distributed to Class A Noteholders and Class B Noteholders by the Indenture Trustee pursuant to Section 8.04(b). (v) The Indenture Trustee shall determine LIBOR for purposes of calculating the Class A Note Rate and Class B Note Rate for each Interest Period on the second business day prior to the commencement of each LIBOR Reset Period with respect to such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such LenderInterest Period (or, in the same case of the first LIBOR Reset Period, on August 19, 2002 (each, a "LIBOR Determination Date"). For purposes of calculating LIBOR, a business day is any day on which banks in London, England, New York, New York, Chicago, Illinois and the Commonwealth of Massachusetts are open for the transaction of business. Interest due for any Interest Period shall be determined based on the actual number of days in such Interest Period over 360-day year. "LIBOR" means, with respect to any LIBOR Reset Period, the London interbank offered rate for deposits in U.S. dollars having a maturity of 90 days commencing on the related LIBOR Determination Date (the "Index Maturity") which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR Determination Date. If such rate, on any LIBOR Determination Date, does not appear on Telerate Page 3750, the rate for that day shall be determined on the basis of the rates at which deposits in U.S. dollars, having the Index Maturity and in a principal amount thereof and otherwise of like tenor not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on such Lender’s expense.LIBOR Determination Date to prime banks in London interbank market by the Reference Banks. The Indenture Trustee shall request the principal London office of each of such Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that day shall be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the Indenture

Notes. (a) Upon the request of any Lender, the The Revolving Credit Commitment and Revolving Credit Loans made by such of each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-1 hereto, appropriately dated, in an amount equal to the Revolving Credit NoteCommitment of such Lender and otherwise duly completed. Thereafter, duly executed on behalf the Revolving Credit Commitment of each Revolving Credit Lender shall be evidenced by a single promissory note of the BorrowersCompany substantially in the form of Exhibit A hereto, dated the Closing Dateappropriately dated, payable to the order of such Lender in an aggregate principal amount equal to the amount of the Revolving Credit Commitment held by such Lender’s CommitmentLender on the Effective Date and otherwise duly completed. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans The Fixed Rate Loan made by the Swingline Fixed Rate Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersCompany substantially in the form as previously agreed between the Fixed Rate Lender and the Borrower, dated the Closing Dateappropriately dated, payable to the order of the Swingline Lender, Fixed Rate Lender or its designated nominee in an aggregate a principal amount equal to the Swingline amount of the Fixed Rate Loan Ceilingand otherwise duly completed. (c) Each The date, amount, Type, interest rate and duration of Interest Period (if applicable) of the Loan made by each Lender is hereby authorized to the Company, and each payment made on account of the principal thereof, shall be recorded by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation its books and, prior to any transfer of the Note held by it, endorsed by such Lender on the schedule attached to such Note and made a part or any continuation thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information ; provided for on such schedule; provided, however, that the failure of any such Lender to make any such a notation recordation -------- or any error therein endorsement shall not affect the obligation obligations of the Company to make a payment when due of any Borrower to repay the Revolving amount owing hereunder or under such Note in respect of such Loan. Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes.---------------- (d) Upon receipt No Lender shall be entitled to have its Note subdivided, by exchange for promissory notes of an affidavit and indemnity lesser denominations or otherwise, except in connection with a permitted assignment of a Lender as to the loss, theft, destruction all or mutilation any portion of such Lender’s 's Loan and Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensepursuant to Section 11.06(b) hereof.

Notes. Register. (ai) Upon At the request of any Revolving Credit --------------- Lender, the Revolving Credit Loans made by such Revolving Credit Lender shall be evidenced by a Revolving Credit Noteone or more promissory notes of Borrower, duly executed on behalf substantially in the form of the BorrowersExhibit A-1, dated the Closing Date, payable to the order of such Lender and otherwise ----------- duly completed. (ii) At the request of any Lender, the Tranche A Term Loans made by such Tranche A Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in an aggregate principal amount equal the form of Exhibit A-2 dated the Closing ----------- Date, payable to such Lender and otherwise duly completed. (iii) At the request of any Lender’s Commitment, the Tranche B Term Loans made by such Tranche B Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-3 dated the Closing ----------- Date, payable to such Lender and otherwise duly completed. (b) Upon the request The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to Borrower, and each payment made on account of the Swingline Lenderprincipal thereof, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided, however, -------- ------- that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of Borrower to make a Swingline payment when due of any amount owing hereunder or under such Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is Borrower hereby authorized by designates Administrative Agent to serve as its agent, solely for purposes of this Section 2.08, to maintain a register (the Borrowers "Register") on which it will record the name and address of each Lender, the --------- Commitment from time to endorse on a schedule attached to time of each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof)the Lenders, or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and principal amount of the Loans made by each Revolving Credit Loan from such of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation recordation or any error therein in such recordation shall not affect Borrower's obligations in respect of such Loans. The entries in the Register shall be prima facie evidence of Borrower's Loans, and Borrower, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation of any Borrower to repay hereunder as the Revolving Credit Loans made by such Lender in accordance with the terms owner thereof for all purposes of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as other Credit Documents, notwithstanding any notice to the loss, theft, destruction contrary. The Register shall be available for inspection by Borrower or mutilation of such Lender’s Note any Lender at any reasonable time and from time to time upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensereasonable prior notice.

Notes. (a) Upon The Borrower shall execute and deliver to each Term Lender (or to the request Agent on behalf of each Term Lender) on or before the Closing Date a promissory note substantially in the form of Exhibit D-1 hereto (each a "Term Loan Note" and collectively, the "Term Loan Notes") to evidence the amount of that Lender's Term Loan. Each Term Loan Note shall be dated the Closing Date and shall be stated to mature on the Term Loan Maturity Date. The Term Loan Note executed in favor of any Lender, the Revolving Credit Loans made by such Term Lender shall be evidenced by in a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s 's Term Loan Commitment. (b) Upon the request of the Swingline Lender, the The Borrower shall execute and deliver to each Revolving Credit Loans made by Lender (or to the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed Agent on behalf of each Revolving Credit Lender) on or before the BorrowersClosing Date a promissory note substantially in the form of Exhibit D-2 hereto (each a "Revolving Loan Note" and collectively, the "Revolving Loan Notes") to evidence the aggregate amount of that Lender's Revolving Loans and with other appropriate insertions. Each Revolving Loan Note shall be dated the Closing Date and shall be stated to mature on the Revolving Loan Maturity Date, payable to the order . The Revolving Loan Note executed in favor of the Swingline Lender, any Revolving Credit Lender shall be in an aggregate a principal amount equal to the Swingline Loan CeilingLender's Revolving Credit Commitment. (c) Each Lender is hereby authorized by the Borrowers to, and prior to any transfer of any Note issued to it, each Lender shall, endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from made by such Lender, Lender and each payment and or prepayment of principal of the Loans evidenced thereby on the schedule annexed to and constituting a part of such Note, which endorsement shall constitute prima facie evidence, absent manifest error, of the accuracy of the information so endorsed, provided that failure by any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein endorsement shall not affect the obligation obligations of the Borrower hereunder or under such Note. In lieu of endorsing such schedule as hereinabove provided, prior to any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation transfer of such Note, each Lender is hereby authorized, at its option, to record such Loans and such payments or prepayments in its books and records, such books and records constituting prima facie evidence, absent manifest error, of the Borrowers will issue, in lieu thereof, a replacement Note in favor accuracy of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseinformation contained therein.

Notes. (a) Upon the request of any Lender, the Revolving Credit All Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the Borrowers, dated Borrower. On the Closing Date, the Borrower shall deliver to the Lender a Revolving Note, dated such date (together with all other promissory notes accepted in substitution, renewal, or replacement therefor (including pursuant to Section 2.13), a “Note” ), in the form of Exhibit G hereto, with appropriate insertions and payable on its face to the order of such Lender on the Revolving Loan Termination Date in an aggregate the principal sum of the Revolving Loan Commitment, subject, however, to the limitation that the principal amount equal to such Lender’s Commitment. (b) Upon payable thereunder shall not at any time exceed the request then unpaid principal amount of the Swingline Lender, the Revolving Credit all Loans made by such Lender. The Borrower hereby irrevocably authorizes Lender to make or cause to be made, at or about the Swingline Lender with respect time of each Revolving Loan made by it, an appropriate notation on the grid attached to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, Revolving Note payable to the order of the Swingline Lender, in an aggregate reflecting the unpaid principal amount equal of all Loans made by Lender. Lender agrees to make or cause to be made, at or about the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers time of receipt of any payment of any principal of a Note payable to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal recordsits order, an appropriate notation evidencing on the grid attached to such Revolving Note reflecting such payment. The aggregate unpaid amount of Loans set forth on the grid attached to the Note shall be conclusive evidence (absent manifest error) of the principal amount owing and unpaid on such Note. The failure so to record any such Loan or payment, or any error in so recording any such Loan or repayment, shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under the Note to repay the principal amount of the Loans together with all interest accruing thereon. LaSalle Bank National Association April 20, 2005 Page 32 (B) Register. The Register maintained by the Lender pursuant to Section 13.3(D) shall include a control account in which account shall be recorded (i) the date and the amount of each Revolving Credit Loan from such Lendermade hereunder, each payment the Type thereof and prepayment of principal the Interest Period, if any, applicable thereto, (ii) the amount of any such Revolving Credit Loanprincipal or interest due and payable or to become due and payable from the Borrower to Lender hereunder, each payment of interest on any such Revolving Credit Loan and (iii) the other information provided for on such schedule; provided, however, that the failure amount of any sum received by the Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender hereunder and (iv) all other appropriate debits and credits as provided in accordance with the terms of this Agreement Agreement, including, without limitation, all fees, charges, expenses and the applicable Notesinterest. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such of each Lender to the Company shall be evidenced by a Revolving Credit Note, duly executed on behalf Note of the BorrowersCompany payable to the order of such Lender in a principal amount equal to the amount of such Lender's Revolving Credit Commitment, dated each of which Revolving Credit Notes shall be in substantially the Closing Dateform of Exhibit B attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Lender), the "Revolving Credit Notes"). (b) The Term Loan of each Lender to XxXxxxx Electronics shall be evidenced by a Term Loan Promissory Note of XxXxxxx Electronics payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate original principal amount equal to the Swingline amount of such Lender's Term Loan CeilingCommitment, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Term Loan Note issued in full or partial replacement of an existing Term Loan Note as a result of an assignment by a Lender), the "Term Loan Notes"). (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to shall record in such Lender’s internal recordsits books and records the date, an appropriate notation evidencing amount, type and Interest Period (if any) of each Revolving Credit Loan made by it to the Company and the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of and/or interest on any such Revolving Credit Loan and made by the other information provided for on such scheduleCompany with respect thereto; provided, however, that the obligation of the Company to repay each Revolving Credit Loan made to the Company under this Agreement shall be absolute and unconditional, notwithstanding any failure of any such Lender to make any such a notation recordation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made mistake by such Lender in accordance connection with any such recordation. The books and records of each Lender showing the terms of this Agreement account between such Lender and the applicable NotesCompany shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (d) Upon receipt Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of an affidavit the Term Loan made by it to XxXxxxx Electronics and indemnity the date and amount of a each payment of principal and/or interest made by XxXxxxx Electronics with respect thereto; provided, however, that the obligation of XxXxxxx Electronics to repay the Term Loan made by such Lender as to the lossXxXxxxx Electronics under this Agreement shall be absolute and unconditional, theft, destruction or mutilation notwithstanding any failure of such Lender’s Note Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and upon cancellation records of each Lender showing the account between such Note, Lender and XxXxxxx Electronics shall be conclusive evidence of the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, items set forth therein in the same principal amount thereof and otherwise absence of like tenor at such Lender’s expensedemonstrable error.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans (other than Swing Line Loans) made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of EXHIBIT A-1 hereto, dated (i) the Closing DateDate or (ii) the effective date of an Assignment and Acceptance pursuant to Section 12.06(a), payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the its Maximum Revolving Credit Amount as in effect and otherwise duly completed and such substitute Revolving Credit Notes as required by Section 12.06(a). The Revolver Term Loans made by the Swingline each Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of EXHIBIT A-2, dated as of (i) the Closing Date or (ii) the effective date of an Assignment and Acceptance pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Revolver Term Commitment and otherwise duly completed and such substitute Revolver Term Notes as required by Section 12.06(a). The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Notes, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notes. The Swing Line Loans made by the Swing Line Lender shall be evidenced by a single promissory note of the Borrower substantially in the form of EXHIBIT A-3, dated the Closing Date, payable to the order of the Swingline Lender, Swing Line Lender in an aggregate a principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof Swing Line Commitment and otherwise of like tenor at such Lender’s expenseduly completed.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of single promissory note made by the Borrowers, dated the Closing Date, Borrower and payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitment's Commitment and otherwise duly completed, in substantially the form of EXHIBIT C-1 to the Original Loan Agreement (individually, a "REVOLVING CREDIT NOTE" and collectively, the "REVOLVING CREDIT NOTES"). (b) Upon the request of the Swingline Lender, the Revolving The Credit Period Term Loans made by the Swingline each Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of single promissory note made by the Borrowers, dated the Closing Date, Borrower and payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to such Lender's Commitment and otherwise duly completed, in substantially the Swingline form of EXHIBIT C-2 to the Original Loan CeilingAgreement (individually, a "CREDIT PERIOD TERM NOTE" and collectively, the "CREDIT PERIOD TERM NOTES"). The Conversion Term Loans made by each Lender shall be evidenced by a single promissory note made by the Borrower and payable to the order of such Lender in a principal amount equal to such Lender's pro rata share of the Revolving Credit Loans that are converted into Conversion Term Loans on the Commitment Termination Date and otherwise duly completed, in substantially the form of EXHIBIT C-3 to the Original Loan Agreement (individually, a "CONVERSION TERM NOTE" and collectively, the "CONVERSION TERM NOTES"). Upon payment in full of the Revolving Credit Loans or conversion of such Revolving Credit Loans into Conversion Term Loans and receipt of a duly completed Conversion Term Note by each Lender, all Revolving Credit Notes theretofore outstanding will be returned to the Borrower. Upon payment in full of the Credit Period Term Loans, all Credit Period Term Notes will be returned to the Borrower. (c) Each All Revolving Credit Loans and Credit Period Term Loans and all payments and prepayments made on account of the principal of such Loans shall be recorded by each Lender is hereby authorized by on the Borrowers to endorse on a schedule attached to each Note delivered the applicable Note. The Borrower hereby authorizes the Lenders to make all notations on such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise schedules to record such matters and such notations shall, in such Lender’s internal recordsthe absence of manifest error, an appropriate notation evidencing be conclusive as to the date and amount of each Revolving Credit Loan from such Lenderoutstanding balance thereunder; PROVIDED, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, howeverHOWEVER, that the any failure of by any Lender to make any such a notation or any error therein shall not limit or otherwise affect the obligation obligations of any the Borrower to repay hereunder or under the Revolving Credit Loans made by such Lender Notes in accordance with respect of the terms of this Agreement and the applicable NotesLoans. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified. Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (aor one or more Predecessor Notes) Upon on the request Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any LenderNote issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Revolving Credit Loans made by such Lender shall be evidenced by Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Revolving Credit NotePayment Date, duly executed then the Indenture Trustee, in the name of and on behalf of the BorrowersIssuer, dated will notify the Closing DatePerson who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee's principal Corporate Trust Office or at the office of the Indenture Trustee's agent appointed for such purposes located in the City of New York. As provided in the Indenture and subject to certain limitations set forth therein, payable the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the order Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such Lender signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount equal will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such Lender’s Commitment. (b) Upon registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the request case of the Swingline Lendera Note Owner, the Revolving Credit Loans made by the Swingline Lender a beneficial interest in a Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to Swingline Loans the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be evidenced fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Swingline Note or, in the case of a Note Owner, a beneficial interest in a Note, duly executed covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against DaimlerChrysler Wholesale Receivables LLC, the CARCO Trust or the Issuer, or join in any institution against DaimlerChrysler Wholesale Receivables LLC, the CARCO Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than a majority of the Outstanding Dollar Principal Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the BorrowersHolders of all the Notes, dated to waive compliance by the Closing Date, payable to the order Issuer with certain provisions of the Swingline Lender, in an aggregate principal amount equal to Indenture and certain past defaults under the Swingline Loan Ceiling. (c) Each Lender is hereby authorized Indenture and their consequences. Any such consent or waiver by the Borrowers to endorse on a schedule attached to each Holder of this Note delivered to such Lender (or on a continuation any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such schedule attached consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to such Note amend or waive certain terms 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, conditions set forth in the same principal amount thereof and otherwise Indenture without the consent of like tenor at such Lender’s expenseHolders of the Notes issued thereunder.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower upon request by such Lender in substantially the form of Exhibit A, dated dated, in the Closing Datecase of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender or its registered assigns in an aggregate a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Commitment. Maximum Credit Amount increases or decreases for any reason (b) Upon the request of the Swingline Lenderwhether pursuant to Section 2.06, Section 12.04 or otherwise), the Revolving Credit Loans made by Borrower shall deliver or cause to be delivered on the Swingline Lender with respect to Swingline Loans shall be evidenced by effective date of such increase or decrease, a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the Swingline Loan Ceiling. principal thereof, shall be recorded by such Lender on its books for its Note. Failure to make any such notation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. Upon surrender of any Note at the principal office of Administrative Agent for registration of transfer or exchange (c) Each Lender is hereby authorized and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Borrowers to endorse on a schedule attached to registered holder or its attorney duly authorized in writing and accompanied by the address for notices of each Note delivered to such Lender (or on a continuation transferee of such schedule attached to such Note and made a or part thereof), or otherwise and an assignment agreement in form and substance acceptable to record in such Lender’s internal records, an appropriate notation evidencing Administrative Agent whereby the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender assignee holder agrees to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made be bound by such Lender in accordance with the terms of this Agreement hereof that are applicable to holders, shall execute and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the lossdeliver, theft, destruction or mutilation of such Lenderat Borrower’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereofexpense, a replacement new Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseexchange therefor.

Notes. (a) Upon the request The Syndicated Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Syndicated Dollar Loan Note payable to the order of such Lender Bank for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Lender’s CommitmentBank's Commitment and a single Foreign Currency Loan Note from each of Russell Corporation and Russell Europe Limited, each payable to the oxxxx xx such Bank for thx xxxxxnt of its Lending Office. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $15,000,000. (b) Upon the request receipt of the Swingline Lendereach Bank's Notes pursuant to Section 3.01, the Revolving Credit Loans Administrative Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Noteit, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any made by the Borrower with respect thereto, whether such Revolving Credit Loan is a Base Rate Loan, Euro-Dollar Loan or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the Foreign Currency, and such schedules of each payment such Bank's Notes shall constitute rebuttable presumptive evidence of interest on any such Revolving Credit Loan the respective principal amounts owing and the other information provided for unpaid on such scheduleBank's Notes; provided, however, provided that the failure of any Lender Bank to make such a notation make, or any error therein in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to repay the Revolving Credit Loans made by endorse its Notes and to attach to and make a part of any Note a continuation of any such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, revolving note duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form attached hereto as Exhibit B, payable to the order of such Lender in an aggregate principal amount equal to each such Lender’s Commitment. (b) Upon the request of the The Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, swingline note duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form attached hereto as Exhibit C payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in this Article II. Each Lender is hereby authorized by the Borrowers Borrower to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any the Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensetenor.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Third Restatement Date payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Third Restatement Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.lieu

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower (a “Revolving Note” and, collectively, the “Revolving Notes”) in substantially the form of Exhibit A-1 hereto, dated the Closing Effective Date, payable to the order of such Lender Bank in an aggregate a principal amount equal to such LenderBank’s CommitmentRevolving Commitment as originally in effect and otherwise duly completed. All Revolving Loans made by each Bank hereunder and all payments and prepayments made on account of the principal thereof, and all conversions of such Revolving Loans shall be recorded by such Bank on the schedule attached to the relevant Revolving Note (provided, that any failure by such Bank to make any such endorsement or any error therein shall not affect the obligations of the Borrower hereunder or under such Revolving Note in respect of such Revolving Loans, nor shall it otherwise affect such Bank’s rights hereunder or under such Revolving Note, including the right to receive repayment). (b) Upon the request of the Swingline Lender, the Revolving Credit The Swing Line Loans made by the Swingline Swing Line Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower (the “Swing Line Note”) substantially in the form of Exhibit A-2 hereto, dated the Closing Effective Date, payable to the order of the Swingline Lender, Swing Line Lender in an aggregate a principal amount equal to the Swingline Swing Line Loan Ceiling. (c) Each Lender is hereby authorized Limit and otherwise duly completed. All Swing Line Loans made by the Borrowers to endorse Swing Line Lender hereunder and all payments and prepayments on a account of the principal thereof shall be recorded by the Swing Line Lender on the schedule attached to each the Swing Line Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that any failure by the failure of any Swing Line Lender to make such a notation endorsement or any error therein shall not affect the obligation obligations of any the Borrower to repay hereunder or under the Revolving Credit Loans made by such Lender in accordance with Swing Line Note, nor shall it otherwise affect the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Swing Line Lender’s Note and upon cancellation of such rights hereunder or under the Swing Line Note, including the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseright to receive repayment).

Notes. (a) Upon the request The Syndicated Loans of any Lender, the Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Syndicated Loan Note payable to the order of such Lender for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Lender’s 's Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit The Money Market Loans made by any Lender to the Swingline Lender with respect to Swingline Loans Borrower shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Money Market Loan Note payable to the order of such Lender for the Swingline Lender, account of its Lending Office in an aggregate principal amount equal to the Swingline Loan Ceilingoriginal principal amount of the aggregate Commitments. (c) Upon receipt of each Lender's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Lender. Each Lender is hereby authorized by the Borrowers shall record, and prior to any transfer of its Notes shall endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made the schedules forming a part thereof)thereof appropriate notations to evidence the date, or otherwise to record in such Lender’s internal recordsamount and maturity of, an appropriate notation evidencing and effective interest rate for, each Loan made by it, the date and amount of each Revolving Credit Loan from payment of principal made by the Borrower with respect thereto, and such schedules of each such Lender, each payment 's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for unpaid on such scheduleLender's Notes; provided, however, provided that the failure of any Lender to make such a notation make, or any error therein in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to repay the Revolving Credit Loans made by endorse its Notes and to attach to and make a part of any Note a continuation of any such Lender in accordance with the terms of this Agreement schedule as and the applicable Noteswhen required. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon The obligation of the request of any Lender, Borrower to repay the Revolving Credit Tranche A Loans made by such each Tranche A Lender and to pay interest thereon at the rates provided herein shall be further evidenced by a Revolving Credit promissory note, substantially in the form of Exhibit A-1 (each, a "Tranche A Note" and collectively, duly executed on behalf of the Borrowers, dated the Closing Date"Tranche A Notes"), payable to the order of such Tranche A Lender and in an aggregate the principal amount equal to of such Tranche A Lender’s 's initial Tranche A Commitment. (b) Upon the request . The obligation of the Swingline Lender, Borrower to repay the Revolving Credit Tranche B Loans made by each Tranche B Lender and to pay interest thereon at the Swingline Lender with respect to Swingline Loans rates provided herein shall be further evidenced by a Swingline promissory note, substantially in the form of Exhibit A-2 (each, a "Tranche B Note" and collectively, duly executed on behalf of the Borrowers, dated the Closing Date"Tranche B Notes"), payable to the order of such Tranche B Lender and in the Swingline Lender, in an aggregate principal amount equal of such Tranche B Lender's initial Tranche B Commitment. The Borrower authorizes each Lender to record on the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered annexed to such Lender (or on a continuation of such schedule attached to such Note and made a part thereofLender's Note(s), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from made by such Lender, and each payment and or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted. The Borrower further authorizes each Lender to attach to and make a part of such Lender's Note(s) continuations of the schedule attached thereto as necessary. No failure to make any such Revolving Credit Loannotations, each payment of interest on nor any errors in making any such Revolving Credit Loan and the other information provided for on such schedule; providednotations, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation validity of any Borrower the Borrower's obligations to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same full unpaid principal amount thereof of the Loans and otherwise accrued interest thereon, or the duties of like tenor at such Lender’s expenseBorrower hereunder or thereunder.

Notes. (a) Upon the request The Syndicated Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Syndicated Loan Note payable to the order of such Lender Bank for the account of its Lending office in an aggregate principal amount equal to the original principal amount of such Lender’s Bank's Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit The Money Market Loans made by any Bank to the Swingline Lender with respect Borrower shall be evidenced by a single Money Market Loan Note payable to Swingline the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of the aggregate Commitments. (c) The Swing Line Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Swing Line Loan Note payable to the order of the Swingline Lender, Swing Line Lender for the account of its Lending Office in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesSwing Line Commitment. (d) Upon receipt of an affidavit and indemnity of a Lender as each Bank's Notes pursuant to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such NoteSection 3.01, the Borrowers will issueAgent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, the date and amount of each payment of principal made by the Borrower with respect thereto, and such schedules of each such Bank's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided, that the failure of any Bank to make any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. In order to verify the Loans outstanding from time to time, at the request of the Borrower, the Agent shall furnish the Borrower with its records of transactions under this Agreement, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensereasonable detail.

Notes. (ai) Upon The Borrower's obligation to pay the request of any Lenderprincipal of, and interest on, the Revolving Credit Loans Bridge Loan made by such a Lender shall be evidenced evidenced, at such Lender's option, by a Revolving Credit Notepromissory note, duly executed on behalf of and delivered by the BorrowersBorrower and in a form to be agreed prior to the Initial Borrowing Date (each, dated a "Note" and, collectively, the Closing Date"Notes"), with blanks appropriately completed in conformity herewith. Such Note shall (A) be payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall and be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Datedate of execution thereof, payable to the order of the Swingline Lender, (B) be in an aggregate a stated principal amount equal to the Swingline principal amount of the Bridge Loan Ceilingof such Lender and be payable in the unpaid principal amount evidenced thereby, (C) mature on the Maturity Date, (D) bear interest as provided in Section 1.3, and (E) be entitled to the benefits of this Agreement and the other Credit Documents. Upon repayment in full of amounts due under such Note, such Lender shall return it to the Borrower. (cii) Each Lender is hereby authorized by will maintain in accordance with its usual practice an account or accounts evidencing the Borrowers to endorse on a schedule attached to each Note delivered indebtedness of the Borrower to such Lender (or on as a continuation result of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount Bridge Loans of each Revolving Credit Loan from such Lender, each payment including the amounts of principal, interest and prepayment of principal of any other amounts payable and paid to such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan Lender from time to time under this Agreement and the Notes evidencing such Bridge Loans. The entries made by each Lender in such accounts shall constitute prima facie evidence of the existence and amounts of the Bridge Loans and other information provided for on such scheduleObligations therein recorded; provided, however, that the failure of any Lender to make maintain such a notation account or accounts, or any error therein therein, shall not in any manner affect the obligation obligations of any the Borrower to repay or pay the Revolving Credit Bridge Loans made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of this Agreement and the applicable NotesAgreement. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such each Lender shall be evidenced by a Revolving Credit Note, revolving note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-1, payable to the order of each such Lender in an aggregate principal amount equal to such Lender’s 's Commitment. (b) Upon the request of the The Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, swingline note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as EXHIBIT B-2 payable to the order of the Swingline Lender, Lender in an aggregate principal amount equal to the Swingline Loan Ceiling$9,500,000. (c) Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in this Article II. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s 's internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower the Borrowers to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s 's Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expensetenor.

Notes. (a) Upon the request of any applicable Lender, the Revolving Credit Loans made by Borrowers shall execute and deliver to such Lender a separate Note for each applicable Term Loan, Multi-Draw Term Loan or Revolving Loan, each dated as of the Effective Date, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Commitment or Loan, as applicable. Upon the request of any applicable Lender, the Borrowers shall be evidenced by execute and deliver to such Lender a Revolving Credit separate Note for each applicable Incremental Term Loan Facility, each dated as of the closing date of such Incremental Term Loan Facility, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Incremental Term Loan Commitment or Incremental Term Loan, as applicable. Upon Swingline Lender’s request, the Borrowers shall execute and deliver to Swingline Lender a Swingline Note, duly dated as of the Effective Date, or, if later, the date of such request, in the amount of the Swingline Commitment. (b) The Notes issued to each Lender pursuant to clause (a) shall (i) be executed on behalf of by the Borrowers, dated the Closing Date, (ii) be payable to the order of such Lender in an aggregate principal amount equal to or such Lender’s Commitment. assigns, (biii) Upon be in the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate stated principal amount equal to the Swingline Loan Ceilingmade by such Lender on date of such Note or the principal amount of such Lender’s pro rata share of the applicable Commitment, (iv) be payable as provided in Section 3.1, (v) accrue interest as provided in Section 3.2 and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to shall record in such Lender’s internal records, an appropriate notation evidencing its records the amount and date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with to the terms Borrowers (including the outstanding principal amount of this the Term Loans as of the Effective Date which Loans were advanced under the Existing Credit Agreement and the applicable Notes. (d) Upon receipt of an affidavit continued as Loans under this Agreement), and indemnity of a Lender as to the loss, theft, destruction or mutilation each repayment of such Lender’s Note Loans. The aggregate unpaid principal amount so recorded shall, absent manifest error, be conclusive evidence of the principal amount of the Loan owing and upon cancellation unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of such Note, the Borrowers will issue, in lieu thereof, a replacement hereunder or under any Note in favor of such Lender, in to repay the same principal amount thereof and otherwise of like tenor at such Lender’s expenseall Loans hereunder, together with interest accruing thereon.

Notes. (a) Upon The Borrower's obligation to pay the request of any Lenderprincipal of, and interest on, the Revolving Credit Municipal Tranche Loans or Structured Tranche Loans made by each Municipal Tranche Bank (or, if any Part C Bank shall not be a Municipal Tranche Bank, made by such Lender Part C Bank) or Structured Tranche Bank (or, if any Part E Bank shall not be a Structured Tranche Bank, made by such Part E Bank), respectively, shall be evidenced by a Revolving Credit Municipal Tranche Note or Structured Tranche Note, respectively, duly executed on behalf of and delivered by the Borrowers, dated the Closing Date, Borrower with blanks appropriately completed in conformity herewith. Each Note shall (i) be payable to the order of a Bank and be dated the Effective Date if a Bank shall be a party hereto on the Effective Date or the effective date of the Assignment and Assumption Agreement pursuant to which it becomes a party hereto if such Lender Bank shall become a party hereto after the Effective Date, (ii) be in an aggregate a stated principal amount equal to such Lender’s Bank's Municipal Tranche Commitment or Structured Tranche Commitment. , as the case may be (bplus, if such Bank shall be a Part C Bank or a Part E Bank, such Bank's Municipal Tranche Contingent Commitment or Structured Tranche Contingent Commitment, respectively) Upon (or, if any Part C Bank or Part E Bank shall not be a Municipal Tranche Bank or a Structured Tranche Bank, respectively, such Bank's Municipal Tranche Contingent Commitment or Structured Tranche Contingent Commitment, respectively) and be payable in the request principal amount of the Swingline LenderLoans evidenced thereby, the Revolving Credit Loans made by the Swingline Lender (iii) mature, with respect to Swingline Loans shall be each Loan evidenced by a Swingline Notethereby, duly executed on behalf the Expiry Date, (iv) bear interest as provided in the appropriate clause of Section 2.06 in respect of the Borrowers, dated the Closing Date, payable Loans evidenced thereby and (v) be entitled to the order benefits of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized this Agreement and be secured by the Borrowers to endorse Security Agreement. Each Bank will note on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s its internal records, an appropriate notation evidencing records the date and amount of each Revolving Credit Loan from such Lender, made by it and each payment in respect thereof and prepayment will prior to any transfer of its Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower's obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseLoans.

Notes. (a) Upon the request of any Domestic Lender, the Revolving Credit Loans made by such Domestic Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Domestic Borrowers, dated the Closing Date, payable to the order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the request of the any Swingline Lender, the Revolving Credit Loans made by the such Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the such Swingline Lender, in an aggregate principal amount equal to the Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of any Canadian Lender. the Revolving Credit Loans made by such Canadian Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Canadian Borrower, dated the Closing Date, payable to the order of such Canadian Lender in an aggregate principal amount equal to such Canadian Lender’s Commitment. (d) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (de) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the The Facility A Revolving Credit Loans made by such each Facility A Revolving Credit Lender to each Facility A Revolving Credit Borrower shall be evidenced by a single promissory note of each Facility A Revolving Credit Note, duly executed on behalf Borrower substantially in the form of the BorrowersExhibit A-1 hereto, dated the Closing Datedate hereof, payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitmentthe amount of its Facility A Revolving Credit Commitment as originally in effect (or, in the case of either Dutch Borrower, in the amount of the Facility A Revolving Credit Loans made to it) and otherwise duly completed. (b) Upon the request of the Swingline Lender, the The Facility B Revolving Credit Loans made by the Swingline each Facility B Revolving Credit Lender with respect to Swingline Loans Fabrene shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of Fabrene substantially in the Borrowersform of Exhibit A-2 hereto, dated the Closing Datedate hereof, payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to the Swingline Loan Ceilingamount of the Facility B Revolving Credit Loans made to it and otherwise duly completed. (c) Each The date, amount, Type, interest rate and duration of Interest Period (if applicable) and maturity (in the case of a Bankers' Acceptance Loan) of each Loan of each Class made by each Lender is hereby authorized to the Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note and made a part or any continuation thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information ; provided for on such schedule; provided, however, that the failure of any such Lender to make any such a notation recordation or any error therein endorsement shall not affect the obligation obligations of the Borrowers to make a payment when due of any Borrower amount owing hereunder or under such Note in respect of the Loans to repay the Revolving Credit Loans made be evidenced by such Lender in accordance with the terms of this Note. Credit Agreement and the applicable Notes.---------------- (d) Upon receipt No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of an affidavit and indemnity lesser denominations or otherwise, except in connection with a permitted assignment of a Lender as to the loss, theft, destruction all or mutilation any portion of such Lender’s Note 's relevant Commitment, Loans and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseNotes pursuant to Section 12.06(b) hereof.

Notes. All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of the Borrower in substantially the form of Exhibit A duly completed, in the principal amount equal to such Bank's Pro Rata Share of the Revolving Credit Facility, dated the date such Bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office and maturing as to principal on the Termination Date (a) Upon the request "Revolving Credit Note"). Each Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of any Lendereach Revolving Credit Loan, the type of the Revolving Credit Loan and each Conversion, Continuation and payment of principal amount received by such Bank for the account of its Applicable Lending Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such scheduleBank; provided, however, that the failure of any Lender to make such a notation with respect to any Revolving Credit Loan or any error therein Conversion, Continuation or payment shall not limit or otherwise affect the obligation obligations of any the Borrower to repay under this Agreement or the Revolving Credit Loans Note held by such Bank. Each Bank agrees that prior to any assignment of its Revolving Credit Note it will endorse the schedule attached to its Revolving Credit Note. The Term Loan made by such Lender each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with with, a promissory note of the terms Borrower in substantially the form of this Agreement Exhibit B duly completed, and payable to the order of such Bank for the account of its Applicable Lending Office (each a "Term Loan Note"). Each Term Loan Note shall be (a) dated the Closing Date, (b) stated to mature on the Termination Date and (c) payable as to principal in twelve (12) consecutive equal quarterly installments commencing June 30, 1999 and continuing on each Quarterly Date thereafter. The amount of such payments received by each Bank on each of the initial eleven (11) Quarterly Dates shall be in the amount equal to one-twelfth of such Bank's Pro Rata Share of the original principal amount of the Term Loan and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to last installment received by each Bank shall be in the loss, theft, destruction or mutilation amount of such Lender’s Bank's Pro Rata Share of the remaining principal amount outstanding on the Termination Date. Each Banks' Term Loan Note and upon cancellation of such Note, shall bear interest from the Borrowers will issue, date thereof until paid in lieu thereof, a replacement Note in favor of such Lender, in full on the same unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and otherwise of like tenor at such Lender’s expensepayable as specified in, Section 2.07.

Notes. The Revolving Loans and Swing Line Loans (aif applicable) Upon the request of any Lender, the Revolving Credit Loans made by such each Lender shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitment. (b) Upon the request Revolving Commitment Amount originally in effect. The Term Loans of the Swingline Lender, the Revolving Credit Loans made by the Swingline each Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, Term Notes payable to the order of such Lender in the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal recordsTranche A1 Term Loan Commitment Amount, an appropriate notation evidencing the date and amount of each Revolving Credit Tranche A2 Term Loan from such LenderCommitment Amount, each payment and prepayment of principal of any such Revolving Credit LoanTranche A3 Term Loan Commitment Amount, each payment of interest on any such Revolving Credit Tranche B1 Term Loan and the other information provided for on such scheduleCommitment Amount, Tranche B2 Term Loan Commitment Amount or Tranche B3 Term Loan Commitment Amount, as applicable; provided, however, that the Term Loans in respect to the Tranche A2 Term Loan Commitment Amount may be evidenced by one or more Term Notes in amounts equal to the maximum amount of the First Tranche 2 Advance, the Second Tranche 2 Advance or the Final Tranche 2 Advance in respect of such Term Loans, or any combination thereof. Upon receipt of each Lender’s Notes from the Borrowers, the Administrative Agent shall mail such Notes to such Lender. Each Lender shall enter in its ledgers and records the amount of its Term Loans and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Lender is authorized by the each Borrower to enter on a schedule attached to its Term Notes or Revolving Note, as appropriate, a record of such Term Loans, Revolving Loans, Advances and payments; provided, however that the failure of by any Lender to make any such a notation entry or any error therein in making such entry shall not limit or otherwise affect the obligation of any Borrower to repay the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Credit Note shall be the aggregate amount of all Revolving Loans made by such Lender in accordance with the terms Lenders less all payments of this Agreement principal thereof made by the Borrowers and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, principal amount owing by the Borrowers will issue, in lieu thereof, a replacement Note in favor respect of such Lender, in the same Term Notes shall be the aggregate amount of all Term Loans made by the Lenders less all payments of principal amount thereof and otherwise of like tenor at such Lender’s expensemade by the Borrowers.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Loans made by each Lender shall, if requested by such Lender shall in writing, be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A-1 for Revolving Loans or Exhibit A-2 for Term Loans, dated dated, in the Closing Datecase of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in an aggregate a principal amount equal to its Applicable Percentage of the Revolving Loan Commitments or the Term Loans, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Lender’s Commitment. Revolving Loan Commitment increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Upon or otherwise) or the aggregate outstanding amount of any Term Lender’s Term Loans increases as a result of such Term Lender’s purchase of additional Term Loans pursuant to an Assignment and Assumption in accordance with Section 12.04(b), upon the request of the Swingline such Revolving Lender or Term Lender, the Revolving Credit Loans made by the Swingline Lender with respect Borrower shall deliver or cause to Swingline Loans shall be evidenced by delivered a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, new Note payable to the order of the Swingline Lender, such Lender in an aggregate a principal amount equal to its Applicable Percentage of the Swingline Revolving Loan Ceiling. (c) Each Commitments or its aggregate outstanding principal amount of Term Loans, as applicable after giving effect to such increase or decrease, and otherwise duly completed and the affected Lender is hereby authorized shall deliver the Note being replaced to the Borrower immediately. The date, amount, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the Borrowers principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to endorse any transfer, may be endorsed by such Lender on a schedule attached to each such Note delivered to such Lender (or any continuation thereof or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to any separate record in maintained by such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of . Failure to make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect any Lender’s or the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Loans or affect the validity of such transfer by any Lender of its Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request The Revolving Loans of any Lender, the Revolving Credit Loans made by such Lender each Bank shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of such Lender Bank in an aggregate a principal amount equal to such LenderBank’s Commitment. Revolving Commitment Amount originally in effect. The Term Loans of each Bank shall be evidenced by a Term Note payable to the order of such Bank in the principal amount equal to such Bank’s Term Loan Commitment Amount. The Term Loans (bForeign Currency) Upon of each Bank shall be evidenced by a Term Note (Foreign Currency) payable to the request order of such Bank in the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect principal amount equal to such Bank’s Term Loan Commitment Amount (Foreign Currency). The Swingline Loans shall be evidenced by a single Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, Note payable to the order of U.S. Bank in the Swingline Lender, in an aggregate principal amount equal of $5,000,000. Upon receipt of each Bank’s Notes from the Borrowers, the Agent shall transmit such Notes to such Bank. Each Bank shall enter in its ledgers and records the Swingline amount of each Term Loan, each Term Loan Ceiling. (cForeign Currency) Each Lender and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Bank is hereby authorized by the Borrowers each Borrower to endorse enter on a schedule attached to each its Term Note, Term Note delivered to such Lender (Foreign Currency) or on Revolving Note, as appropriate, a continuation record of such schedule attached to such Note and made a part thereofTerm Loans, Term Loans (Foreign Currency), or otherwise to record in such Lender’s internal recordsRevolving Loans, an appropriate notation evidencing the date Advances and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedulepayments; provided, however, however that the failure of by any Lender Bank to make any such a notation entry or any error therein in making such entry shall not limit or otherwise affect the obligation of any Borrower to repay the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Credit Notes shall be the aggregate amount of all Revolving Loans made by such Lender the Banks less all payments of principal thereof made by the Borrowers, the principal amount owing by the Borrowers in accordance with respect of the terms Term Notes shall be the aggregate amount of this Agreement all Term Loans made by the Banks less all payments of principal thereof made by the Borrowers, the principal amount owing by the Borrowers in respect of the Term Notes (Foreign Currency) shall be the aggregate amount of all Term Loans (Foreign Currency) made by the Banks less all payments of principal thereof made by the Borrowers, and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, principal amount owing by the Borrowers will issue, in lieu thereof, a replacement respect of the Swingline Note in favor shall be the aggregate amount of such Lender, in all Swingline Loans made by U.S. Bank less all payments of principal thereof made by the same principal amount Borrowers and any refinancings thereof and otherwise of like tenor at such Lender’s expensepursuant to Section 2.3.

Notes. (a) Upon the request of any Lender, the The Revolving Credit Loans made by such Lender each Bank shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-l hereto, dated the Effective Date, payable to such Bank in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed. (b) The Term Loan made by each Bank shall be evidenced by a separate promissory note of the Company substantially in the form of Exhibit A-2 hereto, dated the date of such Term Loan, payable to such Bank in a principal amount equal to the amount of such Term Loan and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by such Bank on its books and, prior to any transfer of the Revolving Credit Note evidencing the Revolving Credit Loans held by it, endorsed by such Bank on the schedule attached to such Revolving Credit Note or any continuation thereof; provided that the failure of such Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Revolving Credit Loans evidenced by such Revolving Credit Note, duly executed on behalf . (d) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the Borrowers, Company substantially in the form of Exhibit A-3 hereto dated the Closing Effective Date, payable to the order of such Lender Swingline Bank in an aggregate a principal amount equal to $10,000,000 and otherwise duly completed. The date and amount of each Swingline Loan and each payment made on account of the principal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of its Swingline Note, endorsed by the Swingline Bank on the schedule attached to the Swingline Note or any continuation thereof; provided that the failure by the Swingline Bank to make any such Lender’s Commitmentrecordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Swingline Note in respect of the Swingline Loans evidenced by such Swingline Note. (be) Upon the request of the Swingline Lender, the Revolving Credit The Competitive Loans made by the Swingline Lender with respect to Swingline Loans each Bank shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersCompany substantially in the form of Exhibit A-4 hereto, dated the Closing Effective Date, payable to the order of the Swingline Lender, such Bank in an aggregate a principal amount equal to the Swingline Loan Ceilingamount of its Commitment as originally in effect and otherwise duly completed. (cf) Each Lender is hereby authorized No Bank shall be entitled to have its Notes subdivided, by the Borrowers to endorse on exchange for promissory notes of lesser denominations or otherwise, except in connection with a schedule attached to each Note delivered to such Lender (permitted assignment of all or on a continuation any portion of such schedule attached Bank's relevant Commitment, Loans and Notes pursuant to such Section 11.06(b) hereof. The Swingline Bank shall not be entitled to have its Note and made subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a part thereof)permitted assignment of all or any portion of the Swingline Bank's Swingline Commitment, or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan Swingline Loans and the other information provided for on such schedule; provided, however, that the failure of any Lender Swingline Note pursuant to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesSection 11.06(g) hereof. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any If requested by a Lender, the Revolving Credit Loans made by such Lender shall may be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower in substantially the form of Exhibit A, dated the Closing Date, payable to the order of such Lender in an aggregate a principal amount equal to its Maximum Revolving Credit Amount as originally in effect and otherwise duly completed and such substitute Notes as required by Section 12.06(b). The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and on the schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s Commitment. (b) Upon or the request Borrower’s rights or obligations in respect of such Loans or affect the Swingline validity of such transfer by any Lender of its Note. If requested by the Swing Line Lender, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Swing Line Loans shall be evidenced by a Swingline single promissory note (the “Swing Line Note, duly executed on behalf ”) of the Borrowers, Borrower dated (i) the Closing DateDate or (ii) the effective date of an appointment of a successor Swing Line Lender pursuant to Section 11.09, payable to the order of the Swingline Lender, Swing Line Lender in an aggregate a principal amount equal to the Swingline Swing Line Sublimit as originally in effect and containing such other terms and provisions as shall be satisfactory to the Swing Line Lender. The date, amount and interest rate of each Swing Line Loan Ceiling. (c) Each Lender is hereby authorized made by the Borrowers to endorse Swing Line Lender, and all payments made on a schedule attached to each account of the principal thereof, shall be recorded by the Swing Line Lender on its books for its Swing Line Note delivered to such Lender (or and on a continuation of such the schedule attached to such Swing Line Note and made a part thereof), or otherwise any continuation thereof or on any separate record maintained by the Swing Line Lender. Failure to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of make any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein to attach a schedule shall not affect the obligation of any Borrower to repay Swing Line Lender’s or the Revolving Credit Loans made by such Lender Borrower’s rights or obligations in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation respect of such Lender’s Note and upon cancellation Swing Line Loans or affect the validity of such the transfer by the Swing Line Lender of its Swing Line Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon Each Borrower's obligation to repay the request of any Lender, the Revolving Credit Loans made to it by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf single Note of the Borrowers, dated the Closing Date, such Borrower payable to the order of such Lender Bank for the account of its Applicable Lending Office in an aggregate principal amount equal to the aggregate unpaid principal amount of such Lender’s CommitmentBank's Loans at any time. (b) Upon Each Bank may, by notice to a Borrower and the Administrative Agent, request that such Borrower's obligation to repay such Bank's Loans of the Swingline Lender, the Revolving Credit Loans made by the Swingline Lender with respect a particular type to Swingline Loans shall such Borrower be evidenced by a Swingline Note, duly executed on behalf separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the Borrowers, dated relevant type. Each reference in this Agreement to the Closing Date, "Note" of such Borrower payable to the order of such Bank shall be deemed to refer to and include any or all of such Notes, as the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceilingcontext may require. (c) Each Lender is hereby authorized by Upon receipt of each Bank's Notes, the Borrowers to endorse on a schedule attached to each Note delivered Administrative Agent shall forward such Notes to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to Bank. Each Bank shall record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, made by it to each Borrower and the date and amount of each payment and prepayment of principal made with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note of any Borrower, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each of its Loans to such Borrower then outstanding; provided that neither the failure by any Bank to make any such recordation or endorsement, nor any error therein, shall affect the obligations of any such Revolving Credit Loan, Borrower under any Loan Documents. Each Bank is hereby irrevocably authorized by each payment Borrower so to endorse such Borrower's Note payable to the order of interest on such Bank and to attach to and make a part of such Note a continuation of any such Revolving Credit Loan schedule as and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Noteswhen required. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of Unless otherwise requested by a Bank, any Lender, the Revolving Credit Ratable Loans made by such Lender each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such Lender in an aggregate principal amount equal to such LenderBank’s Loan Commitment. , payable to such Bank for the account of its Applicable Lending Office (beach such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) Upon are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the request “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Swingline Lender, the Revolving Credit Ratable Loans made by the Swingline Lender such Bank. The failure by any Bank to make such notations with respect to Swingline the Loans or each advance or payment shall be evidenced by not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Swingline NoteRefinancing Mortgage, duly executed on behalf of Borrower shall deliver to the BorrowersAdministrative Agent, dated the Closing Datea mortgage note, payable to the order Administrative Agent for the account of the Swingline LenderBanks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in an aggregate principal amount equal such form as shall be requested by Borrower, subject to the Swingline Loan Ceiling. (c) Administrative Agent’s reasonable approval. Each Lender is hereby authorized by reference in this Agreement to the Borrowers “Notes” shall be deemed to endorse on a schedule attached refer to each Note delivered to such Lender (and include any or on a continuation all of such schedule attached to such Note and made a part thereof)mortgage notes, or otherwise to record in such Lender’s internal records, an appropriate notation evidencing as the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notescontext may require. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable In addition to the order of such Lender Note described in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the request of the Swingline LenderSection 2.1 hereof, the Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, Note or Notes in an aggregate principal amount equal to the Swingline Loan Ceiling.principal amount of any Additional Bonds will be executed and delivered by the Borrowers in a form substantially similar to the form of the Note attached hereto as Exhibit A, with the necessary and appropriate variations, omissions and insertions as permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) Provide for payments of interest equal to the payments of interest on the corresponding Bonds; (b) require payments and/or prepayments of principal and any premium equal to the payments of principal and/or sinking fund payments and any premium on the corresponding Bonds; (c) Each Lender is hereby authorized require all payments on such Notes to be made on or prior to the due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain conversion options, optional and mandatory prepayment provisions and provisions in respect of the conversion options, optional and mandatory (e) be on a parity with all other Notes theretofore or thereafter executed and delivered by the Borrowers pursuant to endorse this Agreement as the same may be amended or supplemented in connection with issuance of any Bonds. Upon payment in full of the principal of and interest and any premium on a schedule attached to each Note delivered to such Lender (any or on a continuation of such schedule attached to such Note all Bonds, whether at maturity or by redemption or otherwise, and made a part thereof)the surrender thereof to, and cancellation thereof by, the Trustee, or otherwise to record in such Lender’s internal records, an appropriate notation evidencing upon provision for the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to make such a notation or any error therein shall not affect the obligation of any Borrower to repay the Revolving Credit Loans thereof having been made by such Lender in accordance with the provisions of the Indenture, the Notes, issued concurrently with such Bonds, of the same maturity, bearing the same interest rate and in an amount equal to the aggregate principal amount of such Bonds so surrendered and cancelled or for the payment of which provision has been made, shall be deemed fully paid and the obligations of the Borrowers thereunder terminated and such Notes shall be cancelled and surrendered by the Issuer or the Trustee to the Borrowers. Notwithstanding the previous sentence, in the event that moneys sufficient for such payment have been paid to the Trustee by the Letter of Credit Bank, the Trustee shall upon written instructions of the Letter of Credit Bank assign all of its right, title and interest in and to the Notes, together with the Mortgage, to the Letter of Credit Bank. The Borrowers hereby agree and consent to such an assignment without defense or set-off by reason of any dispute between the Borrowers and the Trustee. Unless the Borrowers are entitled to a credit under express terms of this Agreement and or the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as Indenture, all payments on each Note shall be in the full amount required thereunder. Each Note shall be payable to the lossIssuer and shall not be negotiated by the Issuer, theft, destruction or mutilation of such Lender’s Note except to effect assignment thereof to the Trustee and upon cancellation of such Note, to any successor trustee under the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expenseIndenture.

Notes. (a) Upon the request of any Lender, the Revolving Credit The A Loans made by such Lender each Bank shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower (a "A Note" and, collectively, the "A Notes") in substantially the form of Exhibit A-1 hereto, dated the Closing Effective Date, payable to the order of such Lender Bank in an aggregate a principal amount equal to such Lender’s CommitmentBank's A Commitment as originally in effect and otherwise duly completed. All A Loans made by each Bank hereunder and all payments and prepayments made on account of the principal thereof, and all conversions of such A Loans shall be recorded by such Bank on the schedule attached to the relevant A Note (provided that any failure by such Bank to make any such endorsement shall not affect the obligations of the Borrower hereunder or under such A Note in respect of such A Loans). (b) Upon the request of the Swingline Lender, the Revolving Credit The B Loans made by the Swingline Lender with respect to Swingline Loans each Bank shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower (a "B Note" and, collectively, the "B Notes") in substantially the form of Exhibit A-2 hereto, dated the Closing Effective Date, payable to the order of such Bank in a principal amount equal to such Bank's B Commitment as originally in effect and otherwise duly completed. All B Loans made by each Bank hereunder and all payments and prepayments made on account of the principal thereof, and all conversions of such B Loans shall be recorded by such Bank on the schedule attached to the relevant B Note (provided that any failure by such Bank to make any such endorsement shall not affect the obligations of the Borrower hereunder or under such B Note in respect of such B Loans). (c) The Swing Line Loans made by the Swing Line Lender shall be evidenced by a single promissory note of the Borrower (the "Swing Line Note") substantially in the form of Exhibit A-3 hereto, dated the Effective Date, payable to the order of the Swingline Lender, Swing Line Lender in an aggregate a principal amount equal to the Swingline Swing Line Loan Ceiling. (c) Each Lender is hereby authorized Commitment and otherwise duly completed. All Swing Line Loans made by the Borrowers to endorse Swing Line Lender hereunder and all payments and prepayments on a account of the principal thereof shall be recorded by the Swing Line Lender on the schedule attached to each the Swing Line Note delivered to such Lender (or on a continuation of such schedule attached to such 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 Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that any failure by the failure of any Swing Line Lender to make such a notation or any error therein endorsement shall not affect the obligation obligations of any the Borrower to repay hereunder or under the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable NotesSwing Line Note). (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) Upon the request of any Lender, the Revolving Credit The Syndicated Loans made by such each Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf single promissory note of the BorrowersBorrower substantially in the form of Exhibit H-1 hereto, dated the Closing Datedate hereof, payable to the order of such Lender in an aggregate a principal amount equal to such Lender’s Commitmentthe amount of its Commitment as originally in effect and otherwise duly completed. (b) Upon the request of the Swingline Lender, the Revolving Credit The Competitive Bid Loans made by the Swingline any Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf single promissory note of the BorrowersBorrower substantially in the form of Exhibit H-2 hereto, dated the Closing Datedate hereof, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceilingsuch Lender and otherwise duly completed. (c) Each The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender is hereby authorized to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Borrowers to endorse on a schedule attached to each Note delivered to such Lender (or on a continuation its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note and made a part or any continuation thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information ; provided for on such schedule; provided, however, that the failure of any such Lender to make such a notation make, or any error therein by the Lender in making any such recordation or endorsement, shall not affect the obligation obligations of the Borrower to make a payment when due of any Borrower amount owing hereunder or under such Note in respect of the Loans to repay the Revolving Credit Loans made be evidenced by such Lender in accordance with the terms of this Agreement and the applicable NotesNote. (d) Upon receipt No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of an affidavit and indemnity lesser denominations or otherwise, except in connection with a permitted assignment of a Lender as to the loss, theft, destruction all or mutilation any portion of such Lender’s Note 's Commitment, Loans and upon cancellation of such Note, Notes pursuant to Section 10.1 hereof. (e) Each Lender that is an Existing Lender under the Borrowers will issue, First Restated Agreement shall surrender to the Borrower the promissory notes delivered to it pursuant to the First Restated Agreement in lieu thereof, a replacement Note exchange for the Notes described in favor of such Lender, in the same principal amount thereof Section 2.8(a) and otherwise of like tenor at such Lender’s expense(b).

Notes. (a) Upon the request The Revolving Advances of any Lender, the each Revolving Credit Loans made by such Advance Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Note payable to the order of such Revolving Advance Lender for the account of its Lending Office in an aggregate principal amount equal to the original principal amount of such Revolving Advance Lender’s Revolving Advance Commitment. (b1) Upon the request of the Swingline Lender, the Revolving Credit Loans The Swing Line Advances made by the Swingline Swing Line Lender with respect to Swingline Loans the U.S. Borrowers shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, single Swing Line Note payable to the order of the Swingline Swing Line Lender, in an aggregate principal amount equal ; and (2) the Other Currency Advances made by the Other Currency Lender to the Swingline Loan CeilingBorrowers (other than Other Currency Overdraft Advances) shall be evidenced by a single Other Currency Note payable to the order of the Other Currency Lender. (c) Upon receipt of each Bank’s Note pursuant to Section 3.01, the Administrative Agent shall deliver such Note to such Bank. Each Lender is hereby authorized by the Borrowers Bank shall record, and prior to any transfer of its Note shall endorse on a the schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made forming a part thereof)thereof appropriate notations to evidence, or otherwise to record in such Lender’s internal recordsthe date, an appropriate notation evidencing amount and maturity of, and effective interest rate for, each Advance made by it, the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal made by the Borrowers with respect thereto and such schedule shall constitute rebuttable presumptive evidence of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan the principal amount owing and the other information provided for unpaid on such scheduleBank’s Note; provided, however, provided that the failure of any Lender Bank to make such a notation make, or any error therein in making, any such recordation or endorsement shall not affect the obligation of any Borrower hereunder or under the Note or the ability of any Bank to repay assign its Note. Each Bank is hereby irrevocably authorized by the Revolving Credit Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as Borrowers so to the loss, theft, destruction or mutilation of such Lender’s endorse its Note and upon cancellation to attach to and make a part of any Note a continuation of any such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof schedule as and otherwise of like tenor at such Lender’s expensewhen required.