Common use of Payment of Principal Clause in Contracts

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumAt a Maturity Date and upon surrender of any Certificated Note to the Issuing and Paying Agent, located at The Bank of New York Mellon, c/o The Bank of New York Mellon Trust Company, N.A., 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attention: Corporate Unit, or such other office or agency of which the Company and the Registered Owners receive written notice from the Issuing and Paying Agent, the Issuing and Paying Agent shall pay on the Maturity Date or, if anylater, the day on which the Note is surrendered to it (unless the Note is surrendered to the Issuing and Interest; ---------------------------------------------------- Interest Paying Agent after 3:00 P.M., New York City time on Overdue Principal and Premiumany Business Day, if any; Principalin which case on the following Business Day), Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest subject to confirmation of receipt of funds as provided in -------------------------- Section 10 hereof, the form principal amount of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or (including premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment ) and accrued interest due at such Maturity Date shall be paid to the Person in whose name such Note either (or one or more Predecessor Notesi) is registered on the Record Date for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in of immediately available funds to such account at a bank in the account United States (or other bank consented to by the Company and the Issuing and Paying Agent) as the Registered Owner of such Note shall have designated by written instructions not less than 15 days prior to such Maturity Date, provided that such bank has appropriate facilities therefor, or (ii) by check payable to the Certificate Trustee order of the Registered Owner of the Note or its properly designated assignee or custodian. The Issuing and except for Paying Agent will cancel any such Certificated Note presented at a Maturity Date and remit it (or a certificate of destruction with respect to such Certificated Note or Global Security) directly to the final installment of Company. The Issuing and Paying Agent shall pay the principal and amount (including premium, if any, payable with respect to such ) of a Note on a Payment Date which shall be payable as provided below. The funds represented by any a Global Security due on the Maturity Date of such checks returned undelivered shall be held Note, together with accrued interest due at such Maturity Date, in accordance with Section 3.03 hereof. (b) The principal the terms of each Note such Global Security or related Pricing Supplement to DTC or its nominee, as the case may be, as the sole registered owner and the sole registered holder of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in such Global Security. To the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoingextent required by law, the entire unpaid principal amount of the Notes of a Series shall be due Issuing and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premiumPaying Agent will withhold taxes, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and (including premium, if any, ) and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful)that it has been instructed by the Company that any taxes should be withheld, and the amounts to be withheld, in accordance with then existing Code provisions, United States Treasury Regulations and related administrative guidance. The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) Anything to the Persons who are Noteholders contrary contained herein notwithstanding, the Issuing and Paying Agent shall have no obligation to pay with its own funds interest or principal (including premium, if any) due on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix on or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder after a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidMaturity Date.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal; Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Securitization Bonds shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Bond Interest Rate specified thereinRate, and such interest shall be payable on each applicable Payment Date as specified thereinDate. Any installment of interest, principal or premium, if any, payable on any Note which Securitization Bond that is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Securitization Bond (or one or more Predecessor NotesSecuritization Bonds) is registered on the Record Date for such Payment DateDate by wire transfer to an account maintained by such Holder in accordance with payment instructions delivered to the Indenture Trustee by such Holder, by check mailed first- classand, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee Book-Entry Securitization Bonds, payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Securitization Bond unless and until such Global Securitization Bond is exchanged for Definitive Securitization Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note Securitization Bond on a Payment Date Date, which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note Securitization Bond of each Series (and, if applicable, Class) Tranche shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form Series Supplement; provided, that installments of a Note attached principal not paid when scheduled to be paid in accordance with the related Series Supplement Expected Amortization Schedule shall be paid upon receipt of money available for such purpose, in the form of a Note order set forth in Exhibit B heretothe Expected Amortization Schedule. Failure to pay principal in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture; provided, however, that failure to pay the entire unpaid principal amount of the Securitization Bonds of a Tranche upon the Final Maturity Date for the Securitization Bonds of such Tranche shall constitute an Event of Default under this Indenture as set forth in Section 5.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series Securitization Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Seriescontinuing, if the Note Indenture Trustee or the Holders of the Notes Securitization Bonds representing not less than a majority of the Outstanding Amount of the Notes of all Series Securitization Bonds have declared the Notes Securitization Bonds to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series Securitization Bonds shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the Series Supplement. The Note Indenture Trustee shall notify the Person in whose name a Note Securitization Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note Securitization Bond will be paid. Such notice shall be mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note Securitization Bond and shall specify the place where such Note Securitization Bond 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series Securitization Bonds is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Bond Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five 15 Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 ten days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal; Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Consumer Rate Relief Bonds shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Bond Interest Rate specified thereinRate, and such interest shall be payable on each applicable Payment Date as specified thereinDate. Any installment of interest, principal or premium, if any, payable on any Note Consumer Rate Relief Bond which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Consumer Rate Relief Bond (or one or more Predecessor NotesConsumer Rate Relief Bonds) is registered on the Record Date for such Payment DateDate by wire transfer to an account maintained by such Holder in accordance with payment instructions delivered to the Indenture Trustee by such Holder, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that and with respect to Notes registered on the Record Date in the name of the Certificate Trustee Book-Entry Consumer Rate Relief Bonds, payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Consumer Rate Relief Bond unless and until such Global Consumer Rate Relief Bond is exchanged for Definitive Consumer Rate Relief Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note Consumer Rate Relief Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof3.03. (b) The principal of each Note Consumer Rate Relief Bond of each Series (and, if applicable, Class) Tranche shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form Series Supplement; provided that installments of a Note attached principal not paid when scheduled to be paid in accordance with the related Series Supplement Expected Amortization Schedule shall be paid upon receipt of money available for such purpose, in the form of a Note order set forth in Exhibit B heretothe Expected Amortization Schedule. Failure to pay principal in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture; provided, however that failure to pay the entire unpaid principal amount of the Consumer Rate Relief Bonds of a Tranche upon the Final Maturity Date for the Consumer Rate Relief Bonds of such Tranche shall constitute an Event of Default under this Indenture as set forth in Section 5.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series Consumer Rate Relief Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Seriescontinuing, if the Note Indenture Trustee or the Holders of the Notes Consumer Rate Relief Bonds representing not less than a majority of the Outstanding Amount of the Notes of all Series Consumer Rate Relief Bonds have declared the Notes Consumer Rate Relief Bonds to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series Consumer Rate Relief Bonds shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the Series Supplement. The Note Indenture Trustee shall notify the Person in whose name a Note Consumer Rate Relief Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note Consumer Rate Relief Bond will be paid. Such notice shall be mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note Consumer Rate Relief Bond and shall specify the place where such Note Consumer Rate Relief Bond 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series Consumer Rate Relief Bonds is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Bond Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five fifteen (15) Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 ten (10) days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium2.1 The outstanding Principal Amouxx, if anyxxgether with accrued and unpaid interest thereon, shall initially be due and Interest; ---------------------------------------------------- Interest payable on Overdue Principal and PremiumSeptember 30, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved1999 (the "Maturity Date"). 2.2 If the Principal Amount is not repaid on or prior to the Maturity Date, the date for repayment of the Principal Amount, together with accrued and unpaid interest thereon, shall be automatically extended to March 31, 2000 (athe "Extended Maturity Date") The Notes shall accrue interest upon receipt by Holder of additional warrants to purchase Common Stock of Company, as more fully set forth in the Purchase Agreement. 2.3 Such payment is subject to acceleration and/or mandatory prepayments as provided in -------------------------- the form Purchase Agreement. Upon the occurrence of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred (as defined and set forth in Section 4 hereof) the whole sum of principal and interest then due and owing hereunder may be continuing with respect to such Series, if declared by the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes Holder to be immediately due and payable in the manner provided in Section 5.02payable. All payments received hereunder shall be applied first to the payment or reimbursement to Holder of its costs and expenses as provided herein, second to accrued interest, and third to the repayment of the outstanding Principal Amouxx. 2.4 Payments of principal and premium, if any, on the Notes of any Series interest shall be made pro rata to Holder at its offices at 2000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other address as Holder may give Company in writing. Payments shall be made in United States dollars in immediately available funds. 2.5 All payments to Holder shall be made free and clear of any restrictions or conditions and free and clear of and without deduction for any taxes or withholdings of any nature, present or future. If any deduction for tax is required by law, then Company shall pay such additional amounts, in such manner and at such time as will result in receipt by Holder of such payment as if no deduction of tax had been required. 2.6 If any payment date is not a Business Day, payment shall be made not later than the Noteholders entitled theretonext succeeding Business Day. The Note Trustee However, if the next succeeding Business Day falls in the next calendar month, Payment shall notify the Person in whose name a Note is registered at the close of business be made on the Record Date last preceding Business Day. Business Day means days that banks in New York City are required to be open for the Payment Date on which the Note Issuer expects that the final installment transaction of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 business. 2.7 This Note may be presented and surrendered for payment of such installment. Notices prepaid by Company, in connection with redemptions of Notes shall be mailed to Noteholders as provided whole or in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of part, at any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days time prior to the payment date. The Note Issuer shall fix Maturity Date or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date(if applicable), the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidExtended Maturity Date without premium or penalty.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Transition Bonds shall accrue interest as provided in -------------------------- the form of the Note Transition Bond attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretofor such Transition Bonds, at the applicable Note Interest Bond Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment instalment of interest, principal or premium, if any, payable on any Note Transition Bond which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Transition Bond (or one or more Predecessor NotesTransition Bonds) is registered on the Record Date for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Transition Bond Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes Transition Bonds registered on the a Record Date in the name of the Certificate Trustee 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 the Certificate Trustee such nominee and except for the final installment instalment of principal and premium, if any, payable with respect to such Note Transition Bond on a Payment Date which shall be payable as provided in clause (b) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note Transition Bond of each Series (and, if applicable, Class) shall be payable in installments instalments on each Payment Date specified in the form of a Note attached to the related Series Supplement Expected Amortization Schedule included in the form of Transition Bond attached to the Series Supplement for such Transition Bonds, but only to the extent that moneys are available for such payment pursuant to Section 8.02. Failure to pay in accordance with such Expected Amortization Schedule because moneys are not so available pursuant to Section 8.02 to make such payments shall not constitute a Note set forth in Exhibit B heretoDefault or Event of Default under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Transition Bonds of a any Series or Class shall be due and payable, if not previously paidpaid (i) on the Series Termination Date (or, if applicable, Class Termination Date) therefor, (ii) on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes Transition Bonds of all Series have been declared the Notes to be immediately due and payable in accordance with Section 5.02 or (iii) on the manner provided in Section 5.02. All payments of principal and premiumRedemption Date, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled theretotherefor. The Note Bond Trustee shall notify the Person in whose name a Note Transition Bond is registered at the close of business on the Record Date second preceding the Payment Date on which the Note Issuer expects that the final installment instalment of principal of and premium, if any, and interest on such Note Transition Bond will be paid. Such notice shall be mailed no later than five days prior to such final Payment Date and shall specify that such final installment instalment of principal and premium, if any, will be payable to the Person in whose name a Transition Bond is registered at the close of business on the Record Date immediately preceding such final Payment Date and only upon presentation and surrender of such Note Transition Bond and shall specify the place where such Note Transition Bond may be presented and surrendered for payment of such installmentinstalment. Notices in connection with redemptions of Notes Transition Bonds shall be mailed to Noteholders Transition Bondholders as provided in Section 10.0210.03. (c) If the Note Issuer defaults in a payment of interest on the Notes Transition Bonds of any Series when dueSeries, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Bond Rate to the extent lawful)) in any lawful manner. The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Transition Bondholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 15 days before any such special record date, the Note Issuer shall mail to each affected Noteholder Transition Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Agent) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Agent’s demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered on any Revolver Loan outstanding as a LIBOR Loan prior to the Record Date in the name last day of the Certificate Trustee payments will be made Interest Period applicable thereto unless (x) otherwise agreed in writing by wire transfer in immediately available funds Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the account designated by last day of the Certificate Trustee Interest Period applicable thereto, and except (y) Borrowers pay to Agent, for the final installment Pro Rata benefit of principal Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and premium, if any, payable with respect to Lenders under Section 2.9 hereof as a consequence of such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofprepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent’s demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent’s Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Swingline Loans, for the sole benefit of BofA), unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrowers of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved(b) the Commitment Termination Date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless Borrowers pay to Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and Lenders under Section 3.10 as a consequence of such prepayment. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by Borrower Representative or unless an Event of Default has occurred and is continuing, neither Agent nor any Lender shall apply any payments which it receives (or any proceeds of Accounts or Inventory) to any LIBOR Loan, except on the Record Date in the name expiration date of the Certificate Trustee payments will be made by wire transfer in immediately available funds Interest Period applicable to the account designated by the Certificate Trustee and except for the final installment of principal and premiumany such LIBOR Loan; provided, if any, payable with respect to such Note on a Payment Date which that Borrowers shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held required to pay breakage losses in accordance with Section 3.03 hereof3.10 of this Agreement if required thereunder. In the event that Agent receives, on any date when LIBOR Loans are outstanding but no Base Rate Loans are outstanding, proceeds of any of the Accounts or Inventory that are required to be used to prepay the principal amount of LIBOR Loans, Agent may hold such proceeds as cash security for the Obligations represented by such LIBOR Loans and apply such proceeds to such LIBOR Loans on the expiration date of the Interest Period applicable thereto. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of the first Business Day after any Borrower has obtained knowledge thereof or Agent’s demand, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit as cash security pending disbursement of same to Lenders for application to the outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable, or (b) if not previously paid, on the date on which an a Default or Event of Default shall have occurred and be continuing with respect exists, immediately apply such proceeds to such Series, if the Note Trustee or the Holders payment of the Notes representing not less than a majority Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Agent for the Pro Rata benefit of Lenders any amounts required by Section 3.10 to be paid by reason of the Outstanding Amount prepayment of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumPREMIUM IF ANY, if anyAND INTEREST; INTEREST ON OVERDUE PRINCIPAL; PRINCIPAL, and Interest; ---------------------------------------------------- Interest on Overdue Principal and PremiumPREMIUM, if any; PrincipalIF ANY, Premium and ------------------------------------------------------------------------- Interest Rights PreservedAND INTEREST RIGHTS PRESERVED. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Trust Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretoSupplement, if any, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Trust Issuance Certificate or Series Supplement, if any, except that (i) upon application to the Indenture Trustee by any Holder owning Notes of any Class in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Book Entry Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Note unless and until such Global Note is exchanged for Definitive Notes (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Trust Issuance Certificate or Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the related Trust Issuance Certificate or Series Supplement, if any, with respect to any Class of Notes included in such Series. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- the form principal amount of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest each Advance shall be payable in installments, which payments shall be due beginning on the particular date specified as the “First Principal Payment Date” on page 1 of this Note (such date being the “First Principal Payment Date”), and shall be due on each Payment Date as specified therein. Any installment of interest, to occur thereafter until the principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer respective Advance is repaid in immediately available funds to full on or before the account designated by the Certificate Trustee and except for the final installment Maturity Date of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofAdvance. (b) The With respect to each Advance for which the Borrower selected, at the time of requesting the respective Advance, the “Level Debt Service Payments Method” described in the Note Purchase Agreement as the principal repayment method to apply to such Advance (such method being the “Level Debt Service Payments Method”), the amount of each Note of each Series (andprincipal, if applicabledue on the First Principal Payment Date, Class) shall be payable in installments on each Payment Date specified to occur thereafter, and on the Maturity Date shall be, in each case, equal to an amount which, when added to the accrued interest due on such Payment Date or the Maturity Date, as the case may be, will be substantially equal to every other payment consisting of an installment of principal and accrued interest, and shall be sufficient, when added to all other such payments consisting of an installment of principal, and accrued interest, to repay the principal amount of, the respective Advance in full on the Maturity Date; (c) With respect to each Advance for which the Borrower selected, at the time of requesting the respective Advance, the “Equal Principal Payments Method” described in the form Note Purchase Agreement as the principal repayment method to apply to such Advance (such method being the “Equal Principal Payments Method”), the amount of a Note attached principal due on the First Principal Payment Date, on each Payment Date to occur thereafter, and on the Maturity Date shall be, in each case, substantially equal to the related Series Supplement in amount of every other semi-annual installment of principal, and shall be sufficient, when added to all other such semi-annual installments of equal principal to repay the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, respective Advance in full on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02Maturity Date. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- Commencing on September __, 2006 [the form first business day of the Note attached seventh (7th) month following the Issuance Date (as defined in Section 2.1(b))] and continuing thereafter on the first business day of each month (a "Principal Payment Date"), the Maker shall pay an amount to the related Series Supplement which shall be substantially in Holder equal to 1/18th of the form original principal amount of a this Note set forth in Exhibit B hereto(the "Principal Installment Amount"); provided, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premiumhowever, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Principal Payment Date, by check mailed first- classthe outstanding principal amount of this Note is less than the Principal Installment Amount, postage prepaid then the Maker shall pay to the Holder such Person's address as it appears on the Note Register on lesser amount. The Maker may pay such Record Date Principal Installment Amount in cash or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name shares of the Certificate Trustee payments will Maker's common stock, par value $.01 per share (the "Common Stock"). If the Maker elects to pay the Principal Installment Amount in cash such amount shall be made by wire transfer wired in immediately available funds on the Principal Payment Date; provided, however, that if the Holder has delivered a Conversion Notice to the account designated Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of this Note to be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. The Maker shall provide irrevocable written notice to the Holder of the form of payment of the Principal Installment Amount at least twenty (20) days prior to the first day of each month for which a Principal Installment Amount is required to be made by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofMaker. (b) The principal If the Maker elects to pay the Principal Installment Amount in registered shares of each Note Common Stock, the number of each Series (and, if applicable, Class) registered shares of Common Stock to be issued to the Holder shall be payable in installments on each Payment Date specified in the form of a Note attached an amount equal to the related Series Supplement Principal Installment Amount divided by eighty percent (80%) of the average of the Closing Bid Price (as defined in Section 1.2(c) hereof) for the form ten (10) Trading Days immediately preceding the Principal Payment Date; provided, however, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of a this Note set forth in Exhibit B heretoto be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. Notwithstanding the foregoingforegoing to the contrary, the entire unpaid principal amount Maker may elect to pay the Principal Installment Amount in registered shares of Common Stock on any Principal Payment Date only if (A) the registration statement providing for the resale of the Notes shares of Common Stock issuable upon conversion of this Note (the "Registration Statement") is effective and has been effective, without lapse or suspension of any kind, for a Series period of twenty (20) consecutive calendar days, (B) trading in the Common Stock shall be due not have been suspended by the Securities and payable, if not previously paid, on Exchange Commission or the date OTC Bulletin Board (or other exchange or market on which an the Common Stock is trading), (C) no Event of Default shall have occurred exists and be continuing with respect to such Seriesis continuing, if and (D) the Note Trustee or the Holders issuance of the Notes representing not less than a majority shares of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, Common Stock on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Principal Payment Date on which does not violate the Note Issuer expects that the final installment provisions of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.023.4 hereof. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Payment of principal (which, for the avoidance of doubt, shall accrue interest include any Payments or Redemption Amounts, as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notesapplicable) is registered on the Record Date for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made to each Holder at the address of such Holder appearing on the Register at the close of business on the 15th calendar day (whether or not a Business Day) prior to any due date for the payment on such Security (the “Regular Record Date”), (i) in the case of Global Securities, by a Paying Agent by wire transfer in of immediately available funds to Holders to an account at a bank located within the account United States as designated by each Holder not less than fifteen calendar days prior to the Certificate Trustee applicable Payment Date, and except for (ii) in the final installment case of Certificated Securities, by a Paying Agent by mailing a check to the Holder at the address of such Holder. For any Certificated Security, a Holder of U.S.$1,000,000 or more in aggregate principal and premium, amount of Securities may request payment by wire transfer but only if any, payable appropriate payment instructions have been received in writing by any Paying Agent with respect to such Note on a Security not less than fifteen calendar days prior to the applicable Payment Date which shall be payable as provided belowDate. The funds represented by any such checks returned undelivered shall be held In the event that payment is so made in accordance with Section 3.03 hereof. (b) The principal instructions of each Note of each Series (andthe Holder, if applicable, Class) such wire transfer shall be payable in installments on each Payment Date specified in the form deemed to constitute full and complete payment of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoingsuch principal, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes Securities. (b) Payment of the principal due with respect to any Series shall Certificated Security on the date of Maturity will be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only immediately available funds upon presentation and surrender of such Note Security at the specified office of any Paying Agent with respect to that Security and shall specify accompanied by wire transfer instructions; provided that the place where Certificated Security is presented to such Note may be presented and surrendered Paying Agent in time for payment of such installment. Notices Paying Agent to make such payments in connection such funds in accordance with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02its normal procedures. (c) If The Issuer will pay any administrative costs imposed by banks in connection with making payments by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the Note Issuer defaults Holders in respect of which such payments are made unless otherwise provided herein. (d) Notwithstanding anything to the contrary in this Article 2, if the Security is a payment Global Security deposited with a custodian for, and registered in the name of interest a nominee of, DTC, payments on the Notes Security will be made to DTC, as the Registered Holder in accordance with DTC’s applicable procedures. Securities shall be issued in certificated form in exchange for a Global Security only if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Security, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within ninety calendar days, or (ii) an Event of any Series when dueDefault has occurred and is continuing with respect to such Securities and Holders have made a request to DTC for exchange of such Global Security for Certificated Securities, provided in each case that such transfer or exchange is made in accordance with the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at provisions of this Indenture and the applicable Note Interest Rate procedures of DTC. (e) Distributions made to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) Holders pursuant to the Persons who are Noteholders Section 2.06Section 2.07 and Section 2.07Section 2.07 shall apply, on a subsequent special record datedollar-for-dollar basis, to reduce the outstanding principal amount (which date shall be at least five Business Days prior the Face Amount for purposes of such term) of the Securities in up to an aggregate amount not to exceed the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the total principal amount of defaulted interest the Securities. Distributions made to Holders pursuant to Section 2.08 shall apply as set forth in such section to reduce the outstanding principal amount (plus interest which shall be the Face Amount for purposes of such term) of the Securities. (f) Each Global Security shall include a schedule on such defaulted interest) to which decreases in the Face Amount of the Securities resulting from Excess Cash Payments and other Distributions or Payments made in accordance with the terms of this Indenture shall be paidrecorded.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Bank) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Bank’s demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered on any Revolver Loan outstanding as a LIBOR Loan prior to the Record Date in the name last day of the Certificate Trustee payments will be made Interest Period applicable thereto unless (x) otherwise agreed in writing by wire transfer in immediately available funds Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the account designated by last day of the Certificate Trustee Interest Period applicable thereto, and except (y) Borrowers pay to Agent, for the final installment Pro Rata benefit of principal Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and premium, if any, payable with respect to Lenders under Section 2.9 hereof as a consequence of such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofprepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent’s demand or the first Business Day after Borrowers’ Knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount sufficient to eliminate the Notes of a Series shall be due and payableOut-Of-Formula Condition; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately, at Borrowers’ option, either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent’s Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe principal amount of the Non-Extended Revolving Credit Outstandings shall be due and payable to the Administrative Agent for the benefit of each applicable Lender in full on the Non-Extended Revolving Credit Stated Maturity Date, or earlier as herein expressly provided. The principal amount of the Extended Revolving Credit Outstandings shall be due and payable to the Administrative Agent for the benefit of each applicable Lender in full on the Extended Revolving Credit Stated Maturity Date, or earlier as herein expressly provided. The principal amount of all Swing Line Outstandings shall be due and payable to the Administrative Agent for the benefit of the Swing Line Lender in full on the Extended Revolving Credit Stated Maturity Date, or earlier as herein expressly provided. The principal amount of all Competitive Bid Loans shall be due and payable to the Lender making such Competitive Bid Loan in full on the last day of the Interest Period therefor, or earlier as herein expressly provided. The principal amount of all Term Loans shall be due and payable to each Term Lender making such Term Loan as provided in Section 2.3, or earlier as herein expressly provided. Prepayments of Term Loans may not be reborrowed. The principal amount of Eurodollar Loans may only be prepaid at the end of the applicable Interest Period, unless the Borrower shall pay to the applicable Lenders the amounts, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) required under Section 4.5. The Notes shall accrue interest as provided in -------------------------- principal amount of Competitive Bid Loans may only be prepaid at the form end of the Note attached applicable Interest Period, unless (i) the Borrower shall have retained in the Competitive Bid Quote Request with respect to such Competitive Bid Loans the right of prepayment, and (ii) the Borrower shall have paid to the related Series Supplement Lender making such Competitive Bid Loans which shall be substantially in bear interest at a Eurodollar Competitive Rate or to the form of a Note set forth in Exhibit B heretoAdministrative Agent, at as applicable, the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premiumamounts, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided belowrequired under Section 4.5. The funds represented by any such checks returned undelivered Borrower shall be held in accordance with Section 3.03 hereof. furnish the Administrative Agent telephonic notice of its intention to make a principal payment (bincluding Competitive Bid Loans) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached prior to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, 12:00 noon on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02payment. All payments of principal on Loans other than Competitive Bid Loans and premium, if any, on the Notes of any Series Swing Line Loans shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on i) $10,000,000, or such defaulted interestgreater amount which is an integral multiple of $1,000,000, in the case of Eurodollar Loans, or (ii) $5,000,000, or such greater amount which is an integral multiple of $1,000,000, in the case of Base Rate Loans. Optional prepayments of Revolving Credit Loans shall be applied ratably to the outstanding balance of the Revolving Credit Loans. Optional prepayments of Term Loans shall be paidapplied ratably to the outstanding balance of the Term Loans.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal; Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretoSupplement, if any, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Issuance Certificate or Series Supplement, if any, except that (i) upon application to the Indenture Trustee by any Holder owning Notes of any Class in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Book Entry Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Note unless and until such Global Note is exchanged for Definitive Notes (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof3.03. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form related Issuance Certificate or Series Supplement, if any; provided that installments of a Note attached principal not paid when scheduled to be paid in accordance with the related Series Supplement Expected Amortization Schedule shall be paid upon receipt of money available for such purpose, in the form of a Note order set forth in Exhibit B heretothe Expected Amortization Schedule. Failure to pay principal in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the related Issuance Certificate or Series Supplement, if any, with respect to any Class of Notes included in such Series. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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, which, so long as any Notes are listed on the Luxembourg Stock Exchange, shall include the office of the paying agent in Luxembourg appointed pursuant to Section 3.02. Notices in connection with redemptions of Notes shall be mailed to Noteholders Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five fifteen Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 10 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumPREMIUM IF ANY, if anyAND INTEREST; INTEREST ON OVERDUE PRINCIPAL; PRINCIPAL, and Interest; ---------------------------------------------------- Interest on Overdue Principal and PremiumPREMIUM, if any; PrincipalIF ANY, Premium and ------------------------------------------------------------------------- Interest Rights PreservedAND INTEREST RIGHTS PRESERVED. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Trustee's Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Trustee's Issuance Certificate or Series Supplement, if any, except that with respect to Book Entry Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Note unless and until such Global Note is exchanged for Definitive Notes (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Trustee's Issuance Certificate or Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Transition Bonds shall accrue interest as provided in -------------------------- the form of the Note Transition Bond attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretofor such Transition Bonds, at the applicable Note Interest Bond Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment instalment of interest, principal or premium, if any, payable on any Note Transition Bond which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Transition Bond (or one or more Predecessor NotesTransition Bonds) is registered on the Record Date for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Transition Bond Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes Transition Bonds registered on the a Record Date in the name of the Certificate Trustee 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 the Certificate Trustee such nominee and except for the final installment instalment of principal and premium, if any, payable with respect to such Note Transition Bond on a Payment Date which shall be payable as provided in clause (b) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note Transition Bond of each Series (and, if applicable, Class) shall be payable in installments instalments on each Payment Date specified in the form of a Note attached to the related Series Supplement Expected Amortization Schedule included in the form of Transition Bond attached to the Series Supplement for such Transition Bonds, but only to the extent that moneys are available for such payment pursuant to Section 8.02. Failure to pay in accordance with such Expected Amortization Schedule because moneys are not so available pursuant to Section 8.02 to make such payments shall not constitute a Note set forth in Exhibit B heretoDefault or Event of Default under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Transition Bonds of a any Series or Class shall be due and payable, if not previously paidpaid (i) on the Series Termination Date (or, if applicable, Class Termination Date) therefor, (ii) on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes Transition Bonds of all Series have been declared the Notes to be immediately due and payable in accordance with Section 5.02 or (iii) on the manner provided in Section 5.02. All payments of principal and premiumRedemption Date, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled theretotherefor. The Note Bond Trustee shall notify the Person in whose name a Note Transition Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment instalment of principal of and premium, if any, and interest on such Note Transition Bond will be paid. Such notice shall be mailed no later than five days prior to such final Payment Date and shall specify that such final installment instalment of principal and premium, if any, will be payable only upon presentation and surrender of such Note Transition Bond and shall specify the place where such Note Transition Bond may be presented and surrendered for payment of such installmentinstalment. Notices in connection with redemptions of Notes Transition Bonds shall be mailed to Noteholders Transition Bondholders as provided in Section 10.0210.03. (c) If the Note Issuer defaults in a payment of interest on the Notes Transition Bonds of any Series when dueSeries, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Bond Rate to the extent lawful)) in any lawful manner. The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Transition Bondholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 15 days before any such special record date, the Note Issuer shall mail to each affected Noteholder Transition Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and ------------------------------------------ Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if anyPrincipal; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved.Premium, ----------------------------------------------------------- (a) The Notes shall accrue interest ------------------------------------- as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B C hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium(a) Except as set forth otherwise herein, if anythe Principal Amount, along with all other outstanding Obligations, shall be due and Interest; ---------------------------------------------------- Interest payable in full in cash on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedthe Maturity Date. (ab) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that Other than with respect to Notes registered on payment of interest in accordance with clause (c) below, any amount paid to Holder by Maker in respect of this Note will be applied first, to pay, prepay, or repay, as applicable, the Record Date outstanding Principal Xxxxxx; and second, to payment of any remaining Obligations under this Note then due and payable. All payments in the name respect of the Certificate Trustee payments this Note will be made by wire transfer in of immediately available funds to the an account designated in writing by Xxxxxx, and any payment so received after 2:00 p.m. New York City time on any day will be deemed to have been received on the Certificate Trustee and except following Business Day. Any amount that (but for the final installment application of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (bthis sentence) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately would become due and payable in the manner provided in Section 5.02. All payments respect of principal this Note on a day which is not a Business Day will instead become due and premium, if any, payable on the Notes next succeeding Business Day. Any portion of any Series shall the Term Loan that is repaid or prepaid may not be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02reborrowed. (c) If Interest on the Term Loan shall accrue at a rate per annum equal to Term SOFR plus 4.00%, and shall be payable monthly in arrears, due the last Business Day of the month; provided interest payments for the period commencing on the Funding Date through April 30, 2025 may at the Maker’s option not be paid monthly and instead paid on April 30, 2025, and which interest payments shall not, for the avoidance of doubt, constitute “regularly scheduled interest payments” until April 30, 2025 (which for the avoidance of doubt, unless Maker otherwise informs Holder, Maker does not intend to pay monthly). For the avoidance of doubt, Term SOFR for each month shall be determined (x) on the Closing Date for the first calendar month interest is owed and (y) thereafter, on the first Business Day of each month thereafter. Notwithstanding anything to the contrary in any Note Issuer defaults in a Document, if payment of interest on is not permitted by the Notes Subordination Agreement, then such failure to pay shall not constitute a Default or an Event of any Series when dueDefault, and instead such interest shall remain owing but not become due and payable until the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at conditions for payment are satisfied under the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidSubordination Agreement.

Payment of Principal. Premium(a) If at any time, if anyor from time to time, and Interest; ---------------------------------------------------- Interest on Overdue Principal and the Company shall receive by deposit to the Distribution Account any cash payment under Section 2.04 of the MBIA Credit Agreement, the Company shall apply all of such payment, to the extent not applied to pay interest pursuant to Section 2.11 or defaulted interest pursuant to Section 2.12, to the prepayment of outstanding Securities, at a price equal to 100% of the principal amount of the Securities to be repaid, together with the Make-Whole Premium, if any; Principalprovided, however, that the Company shall not be required to pay the Make-Whole Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- the form on prepayment of the Note attached principal amount of the Securities except to the related Series Supplement which shall be substantially in extent such prepayment is attributable to the form initial principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified thereinNotes, and not to PIK Interest, calculated by the Company, on any date on which such interest shall prepayment of principal amount is to be payable on each Payment Date made pursuant to this Section 3.08(a), as specified therein. Any installment of interest, principal or premiumthe positive difference, if any, payable on any Note which is punctually between (x) the total principal amount of the Securities prepaid or to be prepaid through, and including, such date of prepayment, less (y) the sum of (I) the total principal amount of PIK Interest paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to Securities in lieu of cash interest through such date of prepayment, plus (II) the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name total principal amount of the Certificate Trustee payments will Securities previously prepaid through, but not including, such date of prepayment as to which the Make-Whole Premium has been paid. The Interest and Principal Payment Certification shall set forth the principal amount of the Securities to be made by wire transfer in immediately available funds to prepaid and the account designated by the Certificate Trustee and except for the final installment of principal and premiumMake-Whole Premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal prepayment of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series pursuant to Section 3.08(a) shall be due and payablemade on the Interest Payment Date occurring on, if not previously paidor immediately following, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders cash payment under Section 2.04 of the Notes representing not less than a majority MBIA Credit Agreement is deposited to the Distribution Account. Subject to any operational limitations of DTC, the Trustee shall repay the principal amount of the Outstanding Amount of Securities and the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premiumMake-Whole Premium, if any, on as specified in the Notes of any Series shall be made pro rata Interest and Principal Payment Certification, from the Distribution Account to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest Holders on such Note will be paid. Such notice shall be mailed no later than five days prior to such final Interest Payment Date and shall specify Date; provided that such final installment will be payable only upon presentation and surrender of funds have been deposited to the Distribution Account by 11:00 a.m. New York City time, on 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 10.02Interest Payment Date. (c) If For the Note Issuer defaults avoidance of doubt, any funds deposited to the Mandatory Prepayment Account shall not be deemed to be received by the Company for purposes of making prepayments under Section 3.08(a). (d) Payments made pursuant to this Sections 3.08 shall be deemed a prepayment of principal, and not a redemption made pursuant to Sections 3.01 through 3.06. Any prepayments made pursuant to this Section 3.08 in a payment respect of interest on Securities issued in global form, and the Notes of any Series when dueTrustee’s obligation to effect such payments, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at be subject in all respects to the applicable Note Interest Rate to procedures of the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidDepositary.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note Bond which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Bond (or one or more Predecessor NotesBonds) is registered on the Record Date for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's ’s address as it appears on the Note Bond Register on such Record Date or in such other manner as may be provided in the related Series SupplementDate, except that (i) upon application to the Trustee by any Holder owning Bonds of any Class in the principal amount of $10,000,000 or more not later than the applicable Record Date, payment will be made by wire transfer to an account maintained by such Holder in New York, New York and (ii) with respect to Notes Bonds registered on the Record Date in the name of the Certificate Trustee DTC or another Clearing Agency, payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee DTC or such other Clearing Agency, as applicable, and except for the final installment of principal and premium, if any, and interest payable with respect to such Note Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note Bond of each Series (and, if applicable, Class) Class shall be payable paid, to the extent funds are available therefor in installments the Collection Account, as specified in Sections 2.02(e) and 8.03 on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B heretoDate. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Seriescontinuing, if the Note Trustee or the Holders of the Notes Bonds representing not less than a majority of the Outstanding Amount of the Notes of all Series Bonds have declared the Notes Bonds to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes Bonds of any Series each Class shall be made pro rata to the Noteholders Bondholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note Bond will be paid. Such notice shall be mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note Bond and shall specify the place where such Note Bond may be presented and surrendered for payment of such installmentinstallment and the date and amount of such payment. Notices in connection with redemptions of Notes Bonds shall be mailed to Noteholders Bondholders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series Bonds when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Bondholders on a subsequent special record date, which date shall be at least five fifteen (15) Business Days prior to the payment datedate established for the payment of such defaulted interest (the “Special Payment Date”). The Note Issuer shall fix or cause to be fixed any such special record date and payment dateSpecial Payment Date, and, at least 20 ten (10) days before any such special record date, the Note Issuer shall mail to each affected Noteholder Bondholder a notice that states the special record date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal; Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights PreservedPreserved(a) . (a) The Notes Bonds of each Series shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretoSupplement, at the applicable Note Bond Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note Bond which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Bond (or one or more Predecessor NotesBonds) is registered on the Record Date for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Securities Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that (i) upon application to the Indenture Trustee by any Holder owning Bonds of any Class in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Notes registered on the Record Date in the name of the Certificate Trustee Book Entry Bonds payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Bond unless and until such Global Bond is exchanged for Definitive Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof3.03. (b) The principal of each Note Bond of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account for such Series, in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement Supplement; provided that installments of principal not paid when scheduled to be paid in accordance with the Expected Amortization Schedule for such Series shall be paid upon receipt of money available for such purpose, in the form of a Note order set forth in Exhibit B heretothe Expected Amortization Schedule. Failure to pay principal on each Bond of a Series in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture with respect to such Series. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Bonds of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes Bonds representing not less than a majority of the Outstanding Amount of the Notes Bonds of all such Series have declared the Notes such Bonds to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.025. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Lender, if anyunless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by a Borrower or Lender of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved(b) the Termination Date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to the Person in whose name such Note (Lender, unless converted to a Base Rate Loan or one or more Predecessor Notes) is registered on the Record Date for such Payment Date, by check mailed first- class, postage prepaid to such Person's address continued as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held LIBOR Loan in accordance with the terms of this Agreement, upon (a) the last day of the Interest Period applicable thereto and (b) the Termination Date. In no event shall Borrowers be authorized to pay any LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Lender or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Lender concurrently with any prepayment of a LIBOR Loan any amount due Lender under Section 3.03 hereof2.10 hereof as a result of such prepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Lender's demand or the first Business Day after a Borrower has obtained knowledge of such Out-of- Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Lender, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Termination Date), cash in an amount sufficient to eliminate such Out-of-Formula Condition, subject to Lender's Lien thereon and rights of any Series shall be made pro rata offset with respect thereto, pending Lender's application of same to LIBOR Loans, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Lender any and all amounts required by Section 2.10 hereof to be paid by reason of the Persons who are Noteholders on prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Lender, if anyunless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Lender or a Borrower, from and after the earlier of (i) the first date after the Closing Date on which Adjusted Availability is less than $20,000,000 and (ii) the occurrence of a Default or Event of Default, of any proceeds of Collateral, to the extent of such proceeds, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved(b) the Commitment Termination Date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Lender, unless converted to a Base Rate Loan or continued as a LIBOR Loan in accordance with the Person in whose name such Note terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Lender or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Lender concurrently with any prepayment of a LIBOR Loan any amount due Lender under Section 2.9 hereof as a consequence of such prepayment. If, from and after the earlier of (i) the first date after the Closing Date on which Adjusted Availability is less than $20,000,000 and (ii) the occurrence of a Default or Event of Default, Lender receives proceeds of any of the Collateral and there are no Revolver Loans outstanding as Base Rate Loans, Lender may hold such proceeds as Cash Collateral for the Obligations and apply the same to the payment of any Base Rate Loans thereafter made or to any LIBOR Loans as the same become due and payable whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Lender’s demand or the first Business Day after a Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, then Borrowers shall immediately either (a) deposit with Lender, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an Event amount sufficient to eliminate such Out-of-Formula Condition, to be subject to Lender’s Lien thereon and rights of Default shall have occurred and be continuing offset with respect to such Seriesthereto, if or (b) pay the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Lender any and all amounts required by Section 2.9 hereof to be paid by reason of the Persons who are Noteholders on prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans bearing interest as Base Rate Loans shall be paid by Borrowers to Agent, for the benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Wachovia), unless timely converted to a Euro-Dollar Loan in accordance with this Agreement, upon (a) the Commitment Termination Date, (b) if anya Cash Management Event occurs, the receipt by Agent, any Lender or any Obligor of any proceeds of Collateral, and Interest; ---------------------------------------------------- Interest (b) in the case of Settlement Loans, the earlier of Wachovia's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue Any portion of the Revolver Loans bearing interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date Euro-Dollar Loans shall be paid by Borrowers to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date for such Payment DateAgent, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment benefit of principal and premiumLenders, if any, payable with respect unless converted to such Note on a Payment Date which shall be payable Base Rate Loan or continued as provided below. The funds represented by any such checks returned undelivered shall be held a Euro-Dollar Loan in accordance with this Agreement, upon the earlier to occur of (a) the last day of the Interest Period applicable thereto or (b) the Commitment Termination Date. In no event shall Borrowers be authorized to pay any Euro-Dollar Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent, a Cash Management Event shall occur, or Borrowers are otherwise expressly authorized or required by any provision of this Agreement to pay any Euro-Dollar Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the benefit of Lenders and concurrently with any prepayment of a Euro-Dollar Loan, the amount due Agent and Lenders under Section 3.03 hereof3.9 hereof as a consequence of such prepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Domestic Business Day after Borrowers have obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Agent, for the date on which an Event benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as Euro-Dollar Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date), cash in an amount sufficient to eliminate such Out-of-Formula Condition to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent's Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate Euro-Dollar Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on benefit of Lenders any and all amounts required by Section 3.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days Euro-Dollar Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumPREMIUM, if anyIF ANY, and InterestAND INTEREST; ---------------------------------------------------- Interest on Overdue Principal and PremiumINTEREST ON OVERDUE PRINCIPAL; PRINCIPAL, if any; PrincipalPREMIUM, Premium and ------------------------------------------------------------------------- Interest Rights PreservedIF ANY, AND INTEREST RIGHTS PRESERVED. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Trustee's Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretoSupplement, if any, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Trustee's Issuance Certificate or Series Supplement, if any, except that (i) upon application to the Indenture Trustee by any Holder owning Notes of any Class in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Book Entry Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Note unless and until such Global Note is exchanged for Definitive Notes (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Trustee's Issuance Certificate or Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the related Trustee's Issuance Certificate or Series Supplement, if any, with respect to any Class of Notes included in such Series. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumPREMIUM, if anyIF ANY, and InterestAND INTEREST; ---------------------------------------------------- Interest on Overdue Principal and PremiumINTEREST ON OVERDUE PRINCIPAL AND PREMIUM, if anyIF ANY; PrincipalPRINCIPAL, Premium and ------------------------------------------------------------------------- Interest Rights PreservedPREMIUM AND INTEREST RIGHTS PRESERVED. (a) The Notes Transition Bonds shall accrue interest as provided in -------------------------- the form of the Note Transition Bond attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretofor such Transition Bonds, at the applicable Note Interest Bond Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note Transition Bond which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note Transition Bond (or one or more Predecessor NotesTransition Bonds) is registered on the Record Date for such Payment Date, by check mailed first- first-class, postage prepaid prepaid, to such Person's address as it appears on the Note Transition Bond Register on such Record Date Date, by wire or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes Transition Bonds registered on the a Record Date in the name of the Certificate Trustee 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 the Certificate Trustee such nominee and except for the final installment of principal and premium, if any, payable with respect to such Note Transition Bond on a Payment Date which shall be payable as provided in clause (b) below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof3.03. (b) The principal of each Note Transition Bond of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement Expected Amortization Schedule included in the form of a Note Transition Bond attached to the Series Supplement for such Transition Bonds, but only to the extent that moneys are available for such payment pursuant to Section 8.02; provided that installments of principal not paid when scheduled to -------- be paid shall be paid upon receipt of moneys available for such purpose, in the order set forth in Exhibit B heretothe applicable Expected Amortization Schedule. Failure to pay in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes Transition Bonds of a any Series or Class shall be due and payable, if not previously paidpaid (i) on the Series Final Maturity Date (or, if applicable, Class Final Maturity Date) therefor, (ii) on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes Transition Bonds of all Series have been declared the Notes to be immediately due and payable in accordance with Section 5.02 or (iii) on the manner provided in Section 5.02. All payments of principal and premiumRedemption Date, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled theretotherefor. The Note Trustee shall notify the Person in whose name a Note Transition Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note Transition Bond will be paid. Such notice shall be mailed no later than five days prior to such expected final Payment Date and shall specify that such final installment of principal and premium, if any, will be payable only upon presentation and surrender of such Note Transition Bond and shall specify the place where such Note Transition Bond may be presented and surrendered for payment of such installment, which, so long as any Transition Bonds are listed on the Luxembourg Stock Exchange, shall include the office of the paying agent in Luxembourg appointed pursuant to Section 3.02. Notices in connection with redemptions of Notes Transition Bonds shall be mailed to Noteholders Transition Bondholders as provided in Section 10.0210.03. (c) If the Note Issuer defaults in a payment of interest on the Notes Transition Bonds of any Series when dueSeries, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Bond Rate to the extent lawful)) in any lawful manner. The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Transition Bondholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 10 days before any such special record date, the Note Issuer shall mail to each affected Noteholder Transition Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Swingline Loans, for the sole benefit of BofA) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) subject to Section 8.2.5, each receipt by Agent, any Lender or Borrowers of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Swingline Loans, the earlier of BofA's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Swingline Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless Borrowers pay to Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and Lenders under Section 3.10 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this Section 5.2.1(ii), if, on any date that Agent receives proceeds of any of the Accounts or Inventory, there are no Revolver Loans outstanding as Base Rate Loans, Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date). (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit as cash security pending disbursement of same to Lenders for application to the Obligations, or (b) if an Event of Default shall have occurred and be continuing with respect exists, immediately apply such proceeds to such Series, if the Note Trustee or the Holders payment of the Notes representing not less than a majority Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Agent for the Pro Rata benefit of Lenders any amounts required by Section 3.10 to be paid by reason of the Outstanding Amount prepayment of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumPREMIUM, if anyIF ANY, and InterestAND INTEREST; ---------------------------------------------------- Interest on Overdue Principal and PremiumINTEREST ON OVERDUE PRINCIPAL; PRINCIPAL, if any; PrincipalPREMIUM, Premium and ------------------------------------------------------------------------- Interest Rights PreservedIF ANY, AND INTEREST RIGHTS PRESERVED. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Trustee's Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Trustee's Issuance Certificate or Series Supplement, if any, except that with respect to Book Entry Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Note unless and until such Global Note is exchanged for Definitive Notes (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Trustee's Issuance Certificate or Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrower to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of BofA) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of BofA's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrower to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrower be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered on any Revolver Loan outstanding as a LIBOR Loan prior to the Record Date in the name last day of the Certificate Trustee payments will be made Interest Period applicable thereto unless (x) otherwise agreed in writing by wire transfer in immediately available funds Agent or Borrower is otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the account designated by last day of the Certificate Trustee Interest Period applicable thereto, and except (y) Borrower pays to Agent, for the final installment Pro Rata benefit of principal Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and premium, if any, payable with respect to Lenders under Section 2.9 hereof as a consequence of such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofprepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrower shall, on the sooner to occur of Agent's demand or the first Business Day after Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrower shall immediately either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent's Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. Premium(a) On each Payment Date prior to the Final Maturity Date (or earlier redemption of the Bonds in accordance with Condition 6) and on the Final Maturity Date, if anythe Issuer shall make repayments of principal to the Bondholders in aggregate amount equal to the Euro Equivalent Available Cash determined in respect of that Payment Date, provided that each such aggregate payment of principal shall not be less than €10,000,000 (the “Distribution Threshold”). Each repayment of principal shall be made to the Bondholders pro rata and Interest; ---------------------------------------------------- Interest on Overdue Principal in immediately available, freely transferable funds, shall constitute a partial redemption of the Bonds equal to the value of such amount repaid and Premium, if any; Principal, Premium shall reduce the aggregate principal amount outstanding of the Bonds (and ------------------------------------------------------------------------- Interest Rights Preservedthe principal amount outstanding of each Bond) accordingly. (ab) The Notes shall accrue interest as provided in -------------------------- On the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on First Notification Date preceding each Payment Date on which the Issuer is required to make a redemption of the Bonds pursuant to this Condition 9.1 and on the Final Maturity Date if a redemption in cash is then to be made, the Issuer shall notify the Bondholders of its estimate of the Euro Equivalent Available Cash (if any) which will be applied in partial redemption of the Bonds on that Payment Date or the Final Maturity Date in accordance with Condition 9.1, together with: (i) an estimated breakdown of the currencies included in the calculation of the estimated Euro Equivalent Available Cash for that Payment Date; and (ii) the assets from which the Euro Equivalent Available Cash will derive, by posting that information on the Bondholder Website. (c) A final notice containing the following details shall be posted by the Issuer to the Bondholder Website as specified therein. Any installment soon as reasonably practicable prior to the relevant Payment Date but in any event no later than two (2) Business Days prior to the relevant Payment Date: (i) the final amount of interest, principal or premiumEuro Equivalent Available Cash to be applied on the Payment Date; (ii) a breakdown of the currencies included in the calculation of the Euro Equivalent Available Cash for that Payment Date and, if anynot originally denominated in Euro but which have already been converted into Euro, payable the applicable exchange rate; (iii) the assets from which the Euro Equivalent Available Cash will derive; and (iv) the aggregate principal amount of the Bonds which will be outstanding immediately following that Payment Date. (d) Notwithstanding the foregoing, to the extent that the Euro Equivalent Available Cash, as determined on any Note which a Determination Date in respect of a Payment Date, is punctually paid or duly provided for by lower than the Note Distribution Threshold, the Issuer may determine, in its sole discretion (a) to make a payment of principal at par on the applicable corresponding Payment Date that is less than the Distribution Threshold, or (b) not to make a payment of principal to the Bondholders on the corresponding Payment Date and to postpone such payment of principal until the next following Payment Date. If the Euro Equivalent Available Cash on the next Determination Date in respect of the following Payment Date is less than the Distribution Threshold, the Issuer may postpone the payment of principal again or make a payment of principal at par that is less than the Distribution Threshold. Such process of deferral shall repeat until either: (a) the Issuer is required to make a payment of principal as a result of the Euro Equivalent Available Cash on the relevant Payment Date being above the Distribution Threshold, (b) the Issuer elects to make a payment of principal at par that is less than the Distribution Threshold, or (c) the Final Maturity Date is reached. (e) The Euro Equivalent Available Cash determined in respect of the Final Maturity Date, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified Bondholders in the form of a Note attached to principal, notwithstanding that the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series Euro Equivalent Available Cash may be less than the Distribution Threshold; provided, however, that such payment shall be due and payable, if not previously paid, exceed the principal amount outstanding on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days day prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidFinal Maturity Date.

Payment of Principal. Premium, if any, and InterestPREMIUM AND INTEREST; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved.AGREED -------------------------------------------------------- TREATMENT OF THE DEBENTURES. ------------------------------ (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached Company covenants and agrees that it will duly and punctually pay or cause to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest and any Additional Interest and other payments on the Debentures at the place, at the respective times and in the manner provided in this Indenture and the Debentures. Each installment of interest on the Debentures may be paid (i) by mailing checks for such Note will be paid. Such notice shall be mailed interest payable to the order of the holders of Debentures entitled thereto as they appear on the registry books of the Company if a request for a wire transfer has not been received by the Company or (ii) by wire transfer to any account with a banking institution located in the United States designated in writing by such Person to the paying agent no later than five days prior the related record date. Notwithstanding the foregoing, so long as the holder of this Debenture is the Institutional Trustee, the payment of the principal of and interest on this Debenture will be made in immediately available funds at such place and to such final Payment Date account as may be designated by the Institutional Trustee. (b) The Company will treat the Debentures as indebtedness, and shall specify that the amounts payable in respect of the principal amount of such final installment Debentures as interest, for all United States federal income tax purposes. All payments in respect of such Debentures will be payable only upon presentation made free and surrender clear of such Note and shall specify the place where such Note may be presented and surrendered United States withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W8 BEN (or any substitute or successor form) establishing its non-United States status for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02United States federal income tax purposes. (c) If As of the Note Issuer defaults in a payment date of this Indenture, the Company has no present intention to exercise its right under Section 2.11 to defer payments of interest on the Notes Debentures by commencing an Extension Period. (d) As of any Series when duethe date of this Indenture, the Note Issuer shall pay such defaulted interest (plus Company believes that the likelihood that it would exercise its right under Section 2.11 to defer payments of interest on such defaulted the Debentures by commencing an Extension Period at any time during which the Debentures are outstanding is remote because of the restrictions that would be imposed on the Company's ability to declare or pay dividends or distributions on, or to redeem, purchase or make a liquidation payment with respect to, any of its outstanding equity and on the Company's ability to make any payments of principal of or interest at on, or repurchase or redeem, any of its debt securities that rank pari passu in all respects with (or junior in interest to) the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidDebentures.

Payment of Principal. PremiumThe outstanding principal amounts with -------------------- respect to the Revolver Loans shall be due and payable as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrower to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Fleet) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Fleet's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (ii) Any portion of the Revolver Loans consisting of the principal amount of LIBOR Loans shall be paid by Borrower to Agent, for the Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in accordance with the terms of this Agreement, upon (a) The Notes the last day of the Interest Period applicable thereto and (b) the Commitment Termination Date. In no event shall accrue Borrower be authorized to pay any LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent or Borrower is otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrower pays to Agent, for the Pro Rata benefit of Lenders and concurrently with any prepayment of a LIBOR Loan, the amount due Agent and Lenders under Section 2.9 hereof as a consequence of such prepayment. (iii) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if an Out-of-Formula Condition shall exist, Borrower shall, on the sooner to occur of Agent's demand or the first Business Day after Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in an amount sufficient to reduce the aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Out-of-Formula Condition, then Borrower shall immediately either (a) deposit with Agent, for the Pro Rata benefit of Lenders, for application to any outstanding Revolver Loans bearing interest as provided in -------------------------- LIBOR Loans as the form same become due and payable at the end of the Note attached applicable Interest Periods, cash in an amount sufficient to eliminate such Out-of- Formula Condition, to be held by Agent pending disbursement of same to Lenders, but subject to Agent's Lien thereon and rights of offset with respect thereto, or (b) pay the Revolver Loans outstanding as LIBOR Loans to the related Series Supplement which shall extent necessary to eliminate such Out-of-Formula Condition and also pay to Agent for the Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be substantially in paid by reason of the form prepayment of a Note set forth LIBOR Loan prior to the last day of the Interest Period applicable thereto. (iv) Notwithstanding anything to the contrary in Exhibit B heretothis Agreement, at all of the applicable Note Interest Rate specified therein, and such interest Obligations shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by demand under the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner circumstances provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.0210.3 hereof. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Commencing on December 22, 2009 and continuing thereafter on the first business day of each month (a "PRINCIPAL PAYMENT DATE"), the Maker shall accrue interest as provided in -------------------------- pay an amount to the form Holder equal to one-sixth (1/6th) of the original principal amount of this Note attached to (the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto"PRINCIPAL INSTALLMENT AMOUNT"); PROVIDED, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premiumHOWEVER, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Principal Payment Date, by check mailed first- classthe outstanding principal amount of this Note is less than the Principal Installment Amount, postage prepaid then the Maker shall pay to the Holder such Person's address as it appears on the Note Register on lesser amount. The Maker may pay such Record Date Principal Installment Amount in cash or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name shares of the Certificate Trustee payments will Common Stock. If the Maker elects to pay the Principal Installment Amount in cash such amount shall be made by wire transfer wired in immediately available funds on the Principal Payment Date; PROVIDED, HOWEVER, that if the Holder has delivered a Conversion Notice to the account designated Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of this Note to be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. The Maker shall provide irrevocable written notice to the Holder of the form of payment of the Principal Installment Amount at least ten (10) business days prior to the first day of each month for which a Principal Installment Amount is required to be made by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofMaker. (b) The principal If the Maker elects to pay the Principal Installment Amount in registered shares of each Note Common Stock, the number of each Series (and, if applicable, Class) registered shares of Common Stock to be issued to the Holder shall be payable in installments on each Payment Date specified in the form of a Note attached an amount equal to the related Series Supplement Principal Installment Amount divided by fifty percent (50%) of the average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days immediately preceding the Principal Payment Date; PROVIDED, HOWEVER, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the form principal amount of a this Note set forth in Exhibit B heretoto be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. Notwithstanding the foregoingforegoing to the contrary, in the event the Common Stock is delisted from the OTC Bulletin Board and is no longer subject to the reporting requirements of the Exchange Act, the entire unpaid principal number of registered shares of Common Stock to be issued to the Holder shall be an amount equal to the Principal Installment Amount divided by thirty percent (30%) of the Notes average of the three (3) lowest Closing Bid Prices for the ten (10) Trading Days immediately preceding the Principal Payment Date. In addition, the Maker may elect to pay the Principal Installment Amount in registered shares of Common Stock on any Principal Payment Date only if (A) a Series registration statement providing for the resale of the shares of Common Stock issuable upon conversion of this Note is effective and has been effective, without lapse or suspension of any kind, for a period of twenty (20) consecutive calendar days, or the shares of Common Stock may be sold without any volume limitations pursuant to Rule 144 under the Securities Act, (B) trading in the Common Stock shall be due not have been suspended by the Securities and payable, if not previously paid, on Exchange Commission or the date exchange or market on which an the Common Stock is trading, (C) no Event of Default shall have occurred exists and be continuing with respect to such Seriesis continuing, if and (D) the Note Trustee or the Holders issuance of the Notes representing not less than a majority shares of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, Common Stock on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Principal Payment Date on which does not violate the Note Issuer expects that the final installment provisions of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.023.4 hereof. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. Premium, if any, and InterestPREMIUM AND INTEREST; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved.AGREED -------------------------------------------------------- TREATMENT OF THE DEBENTURES. ------------------------------- (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached Company covenants and agrees that it will duly and punctually pay or cause to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest and any Additional Interest and other payments on the Debentures at the place, at the respective times and in the manner provided in this Indenture and the Debentures. Each installment of interest on the Debentures may be paid (i) by mailing checks for such Note will be paid. Such notice shall be mailed interest payable to the order of the holders of Debentures entitled thereto as they appear on the registry books of the Company if a request for a wire transfer has not been received by the Company or (ii) by wire transfer to any account with a banking institution located in the United States designated in writing by such Person to the paying agent no later than five days prior the related record date. Notwithstanding the foregoing, so long as the holder of this Debenture is the Institutional Trustee, the payment of the principal of and interest on this Debenture will be made in immediately available funds at such place and to such final Payment Date account as may be designated by the Institutional Trustee. (b) The Company will treat the Debentures as indebtedness, and shall specify that the amounts payable in respect of the principal amount of such final installment Debentures as interest, for all United States federal income tax purposes. All payments in respect of such Debentures will be payable only upon presentation made free and surrender clear of such Note and shall specify the place where such Note may be presented and surrendered United States withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W8 BEN (or any substitute or successor form) establishing its non-United States status for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02United States federal income tax purposes. (c) If As of the Note Issuer defaults in a payment date of this Indenture, the Company has no present intention to exercise its right under Section 2.11 to defer payments of interest on the Notes Debentures by commencing an Extension Period. (d) As of any Series when duethe date of this Indenture, the Note Issuer shall pay such defaulted interest (plus Company believes that the likelihood that it would exercise its right under Section 2.11 to defer payments of interest on such defaulted the Debentures by commencing an Extension Period at any time during which the Debentures are outstanding is remote because of the restrictions that would be imposed on the Company's ability to declare or pay dividends or distributions on, or to redeem, purchase or make a liquidation payment with respect to, any of its outstanding equity and on the Company's ability to make any payments of principal of or interest at on, or repurchase or redeem, any of its debt securities that rank pari passu in all respects with (or junior in interest to) the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidDebentures.

Payment of Principal. PremiumThe outstanding principal amount of the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of Base Rate Loans shall be paid by Borrowers to Lender, if anyunless timely converted to a Euro-Dollar Loan in accordance with this Agreement, immediately upon (a) each receipt by Lender or a Borrower of any proceeds of any Collateral (subject to SECTIONS 5.3 and 8.4.2), to the extent of such proceeds, and Interest; ---------------------------------------------------- Interest (b) the Commitment Termination Date. Except as otherwise provided in SECTION 5.3, the Lender shall deposit all Payment Items received in the Lockbox and all Receipts and other funds on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserveddeposit in a Blocked Account in the Collateral Reserve Account for application to the Obligations. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to the related Series Supplement which shall be substantially in the form Revolver Loans consisting of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date Euro-Dollar Loans shall be paid by Borrowers to Lender, unless converted to a Base Rate Loan or continued as a Euro-Dollar Loan in accordance with the Person in whose name such Note terms of this Agreement, upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any portion of the Revolver Loan outstanding as a Euro-Dollar Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Lender or Borrowers are otherwise authorized or required by any other provision of this Agreement to pay any Euro-Dollar Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Lender concurrently with any prepayment of a Euro-Dollar Loan any amount due Lender under SECTION 3.9 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this SECTION 5.2.1(ii), if, on any date that Lender receives proceeds of any Collateral, there are no Revolver Loans outstanding as Base Rate Loans, Lender may hold such proceeds as Cash Collateral for the Obligations and apply the same to the payment of any Base Rate Loans thereafter made or to any Euro-Dollar Loans as the same become due and payable whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Lender's demand or the first Business Day after a Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes of a Series Out-of-Formula Condition, then Borrowers shall be deposit with Lender for application to any outstanding Revolver Loans that are Euro-Dollar Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Lender may (a) hold such deposit as Cash Collateral pending application to any Euro-Dollar Loans or to any Base Rate Loans thereafter made, or (b) if a Default or Event of Default exists, apply such Cash Collateral to pay the Obligations, including any Revolver Loans outstanding as Euro-Dollar Loans (in which event, Borrower shall have occurred also pay to Lender any and all amounts required by SECTION 3.9 hereof to be continuing with respect to such Series, if the Note Trustee or the Holders paid by reason of the Notes representing not less than prepayment of a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days Euro-Dollar Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes Commencing on the fifth (5th) month following the Issuance Date and continuing thereafter on the first (1st) business day of each month (a “Principal Payment Date”), the Maker shall accrue interest as provided in -------------------------- pay an amount to the form Holder equal to 1/20th of the original principal amount of this Note attached to plus any accrued but unpaid interest (the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto“Principal Installment Amount”); provided, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premiumhowever, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Principal Payment Date, by check mailed first- classthe outstanding principal amount of this Note plus any accrued but unpaid interest is less than the Principal Installment Amount, postage prepaid then the Maker shall pay to the Holder such Person's address as it appears on lesser amount. The Maker may pay such Principal Installment Amount in cash or registered shares of Common Stock. If the Note Register on Maker elects to pay the Principal Installment Amount in cash such Record Date or in such other manner as may amount shall be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer wired in immediately available funds on the Principal Payment Date; provided, however, that if the Holder has delivered a Conversion Notice to the account designated Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of this Note to be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. The Maker shall provide irrevocable written notice to the Holder of the form of payment of the Principal Installment Amount on the tenth (10th) business day prior to the first day of each month for which a Principal Installment Amount is required to be made by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofMaker. (b) The principal If the Maker elects to pay the Principal Installment Amount in registered shares of each Note Common Stock, the number of each Series (and, if applicable, Class) registered shares of Common Stock to be issued to the Holder shall be payable in installments on each Payment Date specified in the form of a Note attached an amount equal to the related Series Supplement Principal Installment Amount divided by eighty-seven and one-half percent (87.5%) of the average of the Closing Bid Price (as defined in Section 1.3(c) hereof) for the form ten (10) Trading Days immediately preceding the Principal Payment Date; provided, however, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of a this Note set forth in Exhibit B heretoto be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. Notwithstanding the foregoingforegoing to the contrary, the entire unpaid principal amount Maker may elect to pay the Principal Installment Amount in registered shares of Common Stock on any Principal Payment Date only if (A) the registration statement providing for the resale of the Notes shares of Common Stock issuable upon conversion of this Note is effective and has been effective, without lapse or suspension of any kind, for a Series period of twenty (20) consecutive calendar days, (B) trading in the Common Stock shall be due not have been suspended by the Securities and payableExchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (C) the Maker is in material compliance with the terms and conditions of this Note and the other Transaction Documents, and (D) the issuance of shares of Common Stock on the Principal Payment Date does not violate the provisions of Section 3.4 hereof. (c) The term "Closing Bid Price" shall mean, on any particular date (i) the last trading price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if not previously paidthere is no such price on such date, then the last trading price on such exchange or quotation system on the date on which an Event of Default shall have occurred and be continuing with respect to nearest preceding such Seriesdate, or (ii) if the Note Trustee Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the Holders last trading price for a share of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable Common Stock in the manner provided over-the-counter market, as reported by the OTC Bulletin Board or in Section 5.02. All payments the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note is registered reporting prices) at the close of business on such date, or (iii) if the Record Date preceding Common Stock is not then reported by the Payment Date on which OTC Bulletin Board or the Note Issuer expects that National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the final installment average of principal the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate reasonably acceptable to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidMaker.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal; Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Trustee's Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretoSupplement, if any, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Trustee's Issuance Certificate or Series Supplement, if any, except that (i) upon application to the Indenture Trustee by any Holder owning Notes of any Class in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Book Entry Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee Holder of the applicable Global Note unless and until such Global Note is exchanged for Definitive Notes (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof3.03. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Trustee's Issuance Certificate or Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the related Trustee's Issuance Certificate or Series Supplement, if any, with respect to any Class of Notes included in such Series. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five fifteen Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Administrative Agent, for the Pro Rata benefit of Lenders (or, in the case of Swingline Loans, for the sole benefit of BofA) unless timely converted to a LIBOR Loan in accordance with this Agreement, (a) if a Restrictive Trigger Event has occurred and is continuing, upon each receipt by Administrative Agent or any Lender of any proceeds of Accounts (other than that portion thereof payable to physicians pursuant to PSAs), or within 7 Business Days of each receipt by Borrowers of any such proceeds, in each case to the extent of such proceeds, (b) the Commitment Termination Date, and (c) in the case of Swingline Loans, if anya Restrictive Trigger Event has occurred and is continuing, and Interest; ---------------------------------------------------- Interest the earlier of BofA's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Swingline Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Administrative Agent, for the Person Pro Rata benefit of Lenders, unless continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Administrative Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Administrative Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Administrative Agent and Lenders under SECTION 3.10 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this SECTION 5.2.1(II), if, on any date that Administrative Agent receives proceeds of Accounts or other Collateral, there are no Revolver Loans outstanding as Base Rate Loans, Administrative Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date). (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of 2 Business Days after Administrative Agent's demand or 2 Business Days after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Administrative Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Administrative Agent may (a) hold such deposit as cash security pending disbursement of same for application to the Obligations, or (b) if an Event of Default shall have occurred and be continuing with respect exists, immediately apply such proceeds to such Series, if the Note Trustee or the Holders payment of the Notes representing not less than a majority Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Administrative Agent for the benefit of Lenders any amounts required by SECTION 3.10 to be paid by reason of the Outstanding Amount prepayment of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Agent) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Agent's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered on any Revolver Loan outstanding as a LIBOR Loan prior to the Record Date in the name last day of the Certificate Trustee payments will be made Interest Period applicable thereto unless (x) otherwise agreed in writing by wire transfer in immediately available funds Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the account designated by last day of the Certificate Trustee Interest Period applicable thereto, and except (y) Borrowers pay to Agent, for the final installment Pro Rata benefit of principal Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and premium, if any, payable with respect to Lenders under Section 2.9 hereof as a consequence of such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofprepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent's Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Fleet) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrowers of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Fleet's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent or Borrowers is otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and Lenders under Section 2.9 hereof as a consequence of such prepayment. Notwithstanding the foregoing provisions of this Section 4.2.1(ii), if, on any date that Agent receives proceeds of any of the Accounts or Inventory, there are no Revolver Loans outstanding as Base Rate Loans, Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date). (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit as cash security pending disbursement of same to Lenders, or (b) if a Default or Event of Default exists, apply such proceeds to pay the Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall have occurred also pay to Agent for the Pro Rata benefit of Lenders any and all amounts required by Section 2.9 to be continuing with respect to such Series, if the Note Trustee or the Holders paid by reason of the Notes representing not less than prepayment of a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Lender, if anyunless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Lender or a Borrower of any proceeds of Accounts or Inventory, to the extent of such proceeds, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved(b) the Commitment Termination Date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Lender, unless converted to a Base Rate Loan or continued as a LIBOR Loan in accordance with the Person in whose name such Note terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Lender or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Lender concurrently with any prepayment of a LIBOR Loan any amount due Lender under SECTION 2.9 hereof as a consequence of such prepayment. Notwithstanding the foregoing provisions of this SECTION 4.2.1(II), if, on any date that Lender receives proceeds of any of the Accounts or Inventory there are no Revolver Loans outstanding as Base Rate Loans, Lender may either (1) hold such proceeds as cash collateral for the Obligations for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Period or on the Record Date Commitment Termination Date) or (2) if an Event of Default or Out-of-Formula Condition exists, apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans whether or not the same are due and payable in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which event Borrowers shall be payable liable to Lender for any amount due Lender under SECTION 2.9 hereof as provided below. The funds represented a consequence of such application by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofLender. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Lender's demand or the first Business Day after a Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, then Borrowers shall immediately either (a) deposit with Lender, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an Event amount sufficient to eliminate such Out-of-Formula Condition, to be subject to Lender's Lien thereon and rights of Default shall have occurred and be continuing offset with respect to such Seriesthereto, if or (b) pay the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Lender any and all amounts required by SECTION 2.9 hereof to be paid by reason of the Persons who are Noteholders on prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Principal; Principal, Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights ------------------------------------------------------------------------------ Preserved.. --------- (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereof. (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans bearing interest as Base Rate Loans shall be paid by Borrowers to Agent, for the benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Wachovia), unless timely converted to a Euro-Dollar Loan in accordance with this Agreement, upon (a) the Commitment Termination Date, (b) if anya Cash Management Event occurs, the receipt by Agent, any Lender or any Obligor of any proceeds of Collateral, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Wachovia’s demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue Any portion of the Revolver Loans bearing interest as provided in -------------------------- the form of the Note attached to the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date Euro-Dollar Loans shall be paid by Borrowers to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date for such Payment DateAgent, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment benefit of principal and premiumLenders, if any, payable with respect unless converted to such Note on a Payment Date which shall be payable Base Rate Loan or continued as provided below. The funds represented by any such checks returned undelivered shall be held a Euro-Dollar Loan in accordance with this Agreement, upon the earlier to occur of (a) the last day of the Interest Period applicable thereto or (b) the Commitment Termination Date. In no event shall Borrowers be authorized to pay any Euro-Dollar Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent, a Cash Management Event shall occur, or Borrowers are otherwise expressly authorized or required by any provision of this Agreement to pay any Euro-Dollar Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the benefit of Lenders and concurrently with any prepayment of a Euro-Dollar Loan, the amount due Agent and Lenders under Section 3.03 hereof3.9 hereof as a consequence of such prepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent’s demand or the first Domestic Business Day after Borrowers have obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Agent, for the date on which an Event benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as Euro-Dollar Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date), cash in an amount sufficient to eliminate such Out-of-Formula Condition to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent’s Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate Euro-Dollar Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on benefit of Lenders any and all amounts required by Section 3.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days Euro-Dollar Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe outstanding principal amounts -------------------- with respect to the Revolver Loans shall be due and payable in Dollars without any offset or counterclaim as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Prime Rate Loans shall be paid by Borrower to Lender, if anyunless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Borrower or Lender of any proceeds or payments of any of the Collateral, to the extent of such proceeds or payments, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved(b) the Termination Date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrower to the Person in whose name such Note (Lender, unless converted to a Prime Rate Loan or one or more Predecessor Notes) is registered on the Record Date for such Payment Date, by check mailed first- class, postage prepaid to such Person's address continued as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held LIBOR Loan in accordance with the terms of this Agreement, upon the earlier of (a) the last day of the Interest Period applicable thereto or (b) the Termination Date. In no event shall Borrower be authorized to pay any LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Lender or Borrower is otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrower pays to Lender concurrently with any prepayment of a LIBOR Loan any amount due Lender under Section 3.03 hereof3.10 hereof as a result of such prepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrower shall, ON DEMAND, repay the outstanding Revolver Loans that are Prime Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Prime Rate Loans is not previously paidsufficient to cure the Out-of-Formula Condition, on then Borrower shall immediately either (a) deposit with Lender, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note is registered at the close end of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate Periods, cash in an amount sufficient to cure such Out-of-Formula Condition to be held by Lender, but subject to Lender's Lien thereon and rights of offset with respect thereto, or (b) pay the Revolver Loans outstanding that bear interest as LIBOR Loans to the extent lawful). The Note Issuer may necessary to cure such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Lender any and all amounts required by Section 3.10 hereof to be paid by reason of the Persons who are Noteholders on prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumPREMIUM, if anyIF ANY, and InterestAND INTEREST; ---------------------------------------------------- Interest on Overdue Principal and PremiumINTEREST ON OVERDUE PRINCIPAL; PRINCIPAL, if any; PrincipalPREMIUM, Premium and ------------------------------------------------------------------------- Interest Rights PreservedIF ANY, AND INTEREST RIGHTS PRESERVED. (a) The Notes shall accrue interest as provided in -------------------------- the form of the Note attached to the related Trustee's Issuance Certificate or Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B heretoSupplement, if any, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Payment Date, by check mailed first- first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Trustee's Issuance Certificate or Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect except that (i) upon application to such Note on a Payment Date which shall be payable as provided below. The funds represented the Indenture Trustee by any such checks returned undelivered shall be held Holder owning Notes of any Class in accordance with Section 3.03 hereof.the principal amount of $10,000,000 or (b) The principal of each Note of each Series (and, if applicable, Class) shall be payable paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the form of a Note attached to the related Trustee's Issuance Certificate or Series Supplement in the form of a Note set forth in Exhibit B heretoSupplement, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Note Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders Holders entitled theretothereto unless otherwise provided in the related Trustee's Issuance Certificate or Series Supplement, if any, with respect to any Class of Notes included in such Series. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Holders as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series is not paid when due, the Note Issuer shall pay such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders Holders on a subsequent special record dateSpecial Record Date, which date shall be at least five Business Days prior to the payment dateSpecial Payment Date. The Note Issuer shall fix or cause to be fixed any such special record date Special Record Date and payment dateSpecial Payment Date, and, at least 20 days before any such special record dateSpecial Record Date, the Note Issuer shall mail to each affected Noteholder Holder a notice that states the special record dateSpecial Record Date, the payment date Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

Payment of Principal. PremiumThe outstanding principal amounts -------------------- with respect to the Revolver Loans shall be due and payable as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Fleet) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or any Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Fleet's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date for such Payment DateAgent, by check mailed first- class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment Pro Rata benefit of principal and premiumLenders, if any, payable with respect unless converted to such Note on a Payment Date which shall be payable Base Rate Loan or continued as provided below. The funds represented by any such checks returned undelivered shall be held a LIBOR Loan in accordance with the terms of this Agreement, upon (a) the last day of the Interest Period applicable thereto and (b) the Commitment Termination Date. In no event shall Borrowers be authorized to pay any LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the Pro Rata benefit of Lenders and concurrently with any prepayment of a LIBOR Loan, the amount due Agent and Lenders under Section 3.03 hereof2.9 hereof as a consequence of such prepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Business Day after Borrowers have obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note is registered at the close end of business on the Record Date preceding the Payment Date on which the Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate Periods, cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of same to Lenders, but subject to Agent's Lien thereon and rights of offset with respect thereto, or (b) pay the Revolver Loans outstanding as LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Administrative Agent, for the Pro Rata benefit of Lenders (or, in the case of Swingline Loans, for the sole benefit of BofA) unless timely converted to a LIBOR Loan in accordance with this Agreement, (a) if a Restrictive Trigger Event has occurred and is continuing, upon each receipt by Administrative Agent or any Lender of any proceeds of Accounts (other than that portion thereof payable to physicians pursuant to PSAs), or within 7 Business Days of each receipt by Borrowers of any such proceeds, in each case to the extent of such proceeds, (b) the Commitment Termination Date, and (c) in the case of Swingline Loans, if anya Restrictive Trigger Event has occurred and is continuing, and Interest; ---------------------------------------------------- Interest the earlier of BofA’s demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Swingline Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Administrative Agent, for the Person Pro Rata benefit of Lenders, unless continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Administrative Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Administrative Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Administrative Agent and Lenders under Section 3.10 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this Section 5.2.1(ii), if, on any date that Administrative Agent receives proceeds of Accounts or other Collateral, there are no Revolver Loans outstanding as Base Rate Loans, Administrative Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date). (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of 2 Business Days after Administrative Agent’s demand or 2 Business Days after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Administrative Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Administrative Agent may (a) hold such deposit as cash security pending disbursement of same for application to the Obligations, or (b) if an Event of Default shall have occurred and be continuing with respect exists, immediately apply such proceeds to such Series, if the Note Trustee or the Holders payment of the Notes representing not less than a majority Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Administrative Agent for the benefit of Lenders any amounts required by Section 3.10 to be paid by reason of the Outstanding Amount prepayment of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolving Loans shall be repaid as follows: (A) Any portion of the Revolving Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrowers of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved(b) the Revolving Commitment Termination Date. (aB) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolving Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Revolving Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolving Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and Lenders under Section 2.13 as a consequence of such prepayment. Notwithstanding the foregoing provisions of this Section 2.20(b)(i)(B), if, on any date that Agent receives proceeds of any of the Accounts or Inventory, there are no Revolving Loans outstanding as Base Rate Loans, Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolving Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofRevolving Commitment Termination Date). (bC) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolving Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolving Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolving Loans bearing interest as LIBOR Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Revolving Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit as cash security pending disbursement of same to Lenders for application to the Obligations, or (b) if a Default or Event of Default shall have occurred and be continuing with respect exists, immediately apply such proceeds to such Series, if the Note Trustee or the Holders payment of the Notes representing not less than a majority Obligations, including the Revolving Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Agent for the Pro Rata benefit of Lenders any amounts required by Section 2.13 to be paid by reason of the Outstanding Amount prepayment of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Fleet) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrowers of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Fleet's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered any Revolver Loan outstanding as a LIBOR Loan prior to the last day of the Interest Period applicable thereto unless (x) otherwise agreed in writing by Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the last day of the Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the Pro Rata benefit of Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and Lenders under SECTION 2.9 hereof as a consequence of such prepayment. Notwithstanding the foregoing provisions of this SECTION 4.2.1(ii), if, on any date that Agent receives proceeds of any of the Accounts or Inventory, there are no Revolver Loans outstanding as Base Rate Loans, Agent may either hold such proceeds as cash security for the timely payment of the Obligations or apply such proceeds to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable (whether at the end of the applicable Interest Periods or on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal and premium, if any, payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofCommitment Termination Date). (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent's demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of all Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not sufficient to eliminate the Notes Out-of-Formula Condition, then Borrowers shall immediately deposit with Agent, for the Pro Rata benefit of a Series shall be Lenders, for application to any outstanding Revolver Loans bearing interest as LIBOR Loans as the same become due and payable, if not previously paid, payable (whether at the end of the applicable Interest Periods or on the date on which Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, and Agent may (a) hold such deposit as cash security pending disbursement of same to Lenders for application to the Obligations, or (b) if a Default or Event of Default shall have occurred and be continuing with respect exists, immediately apply such proceeds to such Series, if the Note Trustee or the Holders payment of the Notes representing not less than a majority Obligations, including the Revolver Loans outstanding as LIBOR Loans (in which event Borrowers shall also pay to Agent for the Pro Rata benefit of Lenders any and all amounts required by SECTION 2.9 to be paid by reason of the Outstanding Amount prepayment of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate to the extent lawful). The Note Issuer may pay such defaulted interest (plus interest on such defaulted interest) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto).

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrower to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Fleet) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Fleet's demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrower to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrower be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered on any Revolver Loan outstanding as a LIBOR Loan prior to the Record Date in the name last day of the Certificate Trustee payments will be made Interest Period applicable thereto unless (x) otherwise agreed in writing by wire transfer in immediately available funds Agent or Borrower is otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the account designated by last day of the Certificate Trustee Interest Period applicable thereto, and except (y) Borrower pays to Agent, for the final installment Pro Rata benefit of principal Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and premium, if any, payable with respect to Lenders under Section 2.9 hereof as a consequence of such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofprepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrower shall, on the sooner to occur of Agent's demand or the first Business Day after Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrower shall immediately either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent's Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.

Payment of Principal. Premium, if any, and Interest; ---------------------------------------------------- Interest on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preserved. (a) The Notes shall accrue interest Commencing on May 1, 2007 and continuing thereafter on the first business day of each quarter or on such other date specified by the Holder as provided in -------------------------- the form penultimate sentence of this Section 1.2(a) (a "Principal Payment Date"), the Maker shall pay an amount to the Holder equal to 1/8th (or such greater amount as provided in Section 1.2(c) below) of the original principal amount of this Note attached to (the related Series Supplement which shall be substantially in the form of a Note set forth in Exhibit B hereto"Principal Installment Amount"); provided, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premiumhowever, if any, payable on any Note which is punctually paid or duly provided for by the Note 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 for such Principal Payment Date, by check mailed first- classthe outstanding principal amount of this Note is less than the Principal Installment Amount, postage prepaid then the Maker shall pay to the Holder such Person's address as it appears on the Note Register on lesser amount. The Maker may pay such Record Date Principal Installment Amount in cash or in such other manner as may be provided in the related Series Supplement, except that with respect to Notes registered on the Record Date in the name shares of the Certificate Trustee payments will Maker's common stock, par value $0.00001 per share (the "Common Stock"). If the Maker elects to pay the Principal Installment Amount in cash, the Maker shall pay to the Holder a cash premium equal to seven percent (7%) of the Principal Installment Amount. Such amount shall be made by wire transfer wired in immediately available funds on the Principal Payment Date; provided, however, that if the Holder has delivered a Conversion Notice to the account designated Maker or delivers a Conversion Notice prior to the Principal Payment Date, the Holder shall indicate in such Conversion Notice whether the principal amount of this Note to be so converted shall be applied against the final Principal Installment Amount or some other Principal Installment Amount. The Maker shall provide irrevocable written notice to the Holder of the form of payment of the Principal Installment Amount at least ten (10) days prior to the first day of each quarter for which a Principal Installment Amount is required to be made by the Certificate Trustee and except for Maker. Notwithstanding the final installment terms of principal and premiumthis Section 1.2(a) to the contrary, if anythe Maker provides notice to the Holder pursuant to the immediately preceding sentence that the Maker elects to pay the Principal Installment Amount in registered shares of Common Stock, payable with respect the Holder shall respond to such Note on notice in writing (the "Holder Notice") at least three (3) Trading Days prior to the date in which the Holder elects to receive its Principal Installment Amount in registered shares Common Stock as specified in the Holder Notice. In addition, the Holder may elect to defer any Principal Installment Amount to a later Principal Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofDate. (b) The principal If the Maker elects to pay the Principal Installment Amount in registered shares of each Note Common Stock, the number of each Series (and, if applicable, Class) registered shares of Common Stock to be issued to the Holder shall be payable an amount equal to the Principal Installment Amount divided by eighty-five percent (85%) of the average of the VWAP (as defined in installments on each Payment Date Section 1.2(d) hereof) for the five (5) Trading Days immediately preceding the date of the Holder Notice; provided, however, that if the Holder has delivered a Conversion Notice to the Maker or delivers a Conversion Notice prior to the share delivery date specified in the form Holder Notice, the Holder shall indicate in such Conversion Notice whether the principal amount of a this Note attached to be so converted shall be applied against the related Series Supplement in the form of a Note set forth in Exhibit B heretofinal Principal Installment Amount or some other Principal Installment Amount. Notwithstanding the foregoingforegoing to the contrary, the entire unpaid principal amount Maker may elect to pay the Principal Installment Amount in registered shares of Common Stock on any Principal Payment Date only if (A) the registration statement providing for the resale of the Notes shares of Common Stock issuable upon conversion of this Note (the "Registration Statement") is effective and has been effective, without lapse or suspension of any kind, for a Series period of twenty (20) consecutive calendar days, (B) trading in the Common Stock shall be due not have been suspended by the Securities and payable, if not previously paid, on Exchange Commission or the date OTC Bulletin Board (or other exchange or market on which an the Common Stock is trading), (C) the Maker is in material compliance with the terms and conditions of this Note and the other Transaction Documents and no Event of Default shall have occurred exists and be is continuing with respect to such Series, if and (D) the Note Trustee or the Holders issuance of the Notes representing not less than a majority shares of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, Common Stock on the Notes of any Series shall be made pro rata to the Noteholders entitled thereto. The Note Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Principal Payment Date on which does not violate the Note Issuer expects that the final installment provisions of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 10.023.4 hereof. (c) If the Note Issuer defaults in a payment total dollar volume of interest the Common Stock on any Trading Day following the Notes of any Series when duedate that Principal Installment Amounts are required to be made to the Holder pursuant to Section 1.2(a) hereof exceeds $250,000 (the "Liquidity Benchmark"), the Note Issuer shall pay such defaulted interest Holder may elect to increase the Principal Installment Amount to equal the product of (plus interest on such defaulted interest at a) the applicable Note Interest Rate fraction equal to the extent lawful). The Note Issuer may pay such defaulted interest total dollar volume divided by the Liquidity Benchmark and (plus interest on such defaulted interestb) to the Persons who are Noteholders on a subsequent special record date, which date shall be at least five Business Days original Principal Installment Amount payable prior to the payment dateincrease, with such increased amount becoming due on the day after the Liquidity Benchmark is exceeded. The Note Issuer Payments shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, applied against the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the outstanding principal amount of defaulted interest (plus interest on such defaulted interest) to be paidthis Note.

Payment of Principal. PremiumThe outstanding principal amounts with respect to the Revolver Loans shall be repaid as follows: (i) Any portion of the Revolver Loans consisting of the principal amount of Base Rate Loans shall be paid by Borrowers to Agent, if anyfor the Pro Rata benefit of Lenders (or, in the case of Settlement Loans, for the sole benefit of Fleet) unless timely converted to a LIBOR Loan in accordance with this Agreement, immediately upon (a) each receipt by Agent, any Lender or Borrower of any proceeds of any of the Accounts or Inventory, to the extent of such proceeds, (b) the Commitment Termination Date, and Interest; ---------------------------------------------------- Interest (c) in the case of Settlement Loans, the earlier of Fleet’s demand for payment or on Overdue Principal and Premium, if any; Principal, Premium and ------------------------------------------------------------------------- Interest Rights Preservedeach Settlement Date with respect to all Settlement Loans outstanding on such date. (aii) The Notes shall accrue interest as provided in -------------------------- the form Any portion of the Note attached to Revolver Loans consisting of the related Series Supplement which shall be substantially in the form principal amount of a Note set forth in Exhibit B hereto, at the applicable Note Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest, principal or premium, if any, payable on any Note which is punctually paid or duly provided for by the Note Issuer on the applicable Payment Date LIBOR Loans shall be paid by Borrowers to Agent, for the Person Pro Rata benefit of Lenders, unless converted to a Base Rate Loan or continued as a LIBOR Loan in whose name such Note accordance with the terms of this Agreement, immediately upon (or one or more Predecessor Notesa) is registered on the Record Date for such Payment last day of the Interest Period applicable thereto and (b) the Commitment Termination Date, by check mailed first- class, postage prepaid . In no event shall Borrowers be authorized to such Person's address as it appears on the Note Register on such Record Date or in such other manner as may be provided in the related Series Supplement, except that make a voluntary prepayment with respect to Notes registered on any Revolver Loan outstanding as a LIBOR Loan prior to the Record Date in the name last day of the Certificate Trustee payments will be made Interest Period applicable thereto unless (x) otherwise agreed in writing by wire transfer in immediately available funds Agent or Borrowers are otherwise expressly authorized or required by any other provision of this Agreement to pay any LIBOR Loan outstanding on a date other than the account designated by last day of the Certificate Trustee Interest Period applicable thereto, and except (y) Borrowers pay to Agent, for the final installment Pro Rata benefit of principal Lenders, concurrently with any prepayment of a LIBOR Loan, any amount due Agent and premium, if any, payable with respect to Lenders under Section 2.9 hereof as a consequence of such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03 hereofprepayment. (biii) The principal of each Note of each Series (andNotwithstanding anything to the contrary contained elsewhere in this Agreement, if applicablean Out-of-Formula Condition shall exist, Class) shall be payable Borrowers shall, on the sooner to occur of Agent’s demand or the first Business Day after any Borrower has obtained knowledge of such Out-of-Formula Condition, repay the outstanding Revolver Loans that are Base Rate Loans in installments on each Payment Date specified in an amount sufficient to reduce the form of a Note attached to the related Series Supplement in the form of a Note set forth in Exhibit B hereto. Notwithstanding the foregoing, the entire aggregate unpaid principal amount of the Notes of a Series shall be due and payableall Revolver Loans by an amount equal to such excess; and, if such payment of Base Rate Loans is not previously paidsufficient to eliminate the Out-of-Formula Condition, on then Borrowers shall immediately either (a) deposit with Agent, for the date on which an Event Pro Rata benefit of Default shall have occurred and be continuing with respect Lenders, for application to such Series, if any outstanding Revolver Loans bearing interest as LIBOR Loans as the Note Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes of all Series have declared the Notes to be immediately same become due and payable in (whether at the manner provided in Section 5.02. All payments end of principal and premium, if any, the applicable Interest Periods or on the Notes Commitment Termination Date) cash in an amount sufficient to eliminate such Out-of-Formula Condition, to be held by Agent pending disbursement of any Series shall be made pro rata same to Lenders, but subject to Agent’s Lien thereon and rights of offset with respect thereto, or (b) pay the Noteholders entitled thereto. The Note 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 Note Issuer expects that the final installment of principal of and premium, if any, and interest on such Note will be paid. Such notice shall be mailed no later than five days 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 Revolver Loans outstanding as provided in Section 10.02. (c) If the Note Issuer defaults in a payment of interest on the Notes of any Series when due, the Note Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the applicable Note Interest Rate LIBOR Loans to the extent lawful). The Note Issuer may necessary to eliminate such Out-of-Formula Condition and also pay such defaulted interest (plus interest on such defaulted interest) to Agent for the Persons who are Noteholders on Pro Rata benefit of Lenders any and all amounts required by Section 2.9 hereof to be paid by reason of the prepayment of a subsequent special record date, which date shall be at least five Business Days LIBOR Loan prior to the payment date. The Note Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, last day of the Note Issuer shall mail to each affected Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paidInterest Period applicable thereto.