Common use of Term Notes Clause in Contracts

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. Upon the request of any Term Loan Lender, the Borrowers shall execute and deliver to such Term Loan Lender a promissory note (aeach, a "Term Note"), which shall (i) Subject be payable to the provisions order of Section 2.20(c)such Term Loan Lender and be dated the date of the issuance thereof, (ii) be in a stated principal amount equal to the Term Loan made by such Term Loan Lender, (iii) represent the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a to such Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in principal amount or, if less, the form set forth in outstanding amount of the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan Lender, plus interest accrued thereon as set forth in 4.6 or 4.7 herein, (iv) mature on the Term Loan Maturity Date and (v) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The Borrowers irrevocably authorize each Term Loan Lender with a Term Note to make or cause to be made a notation on such Term Loan Lender's Term Note Record reflecting the original principal amount of such Term Loan Lender's Term Loan Percentage of the Term Loan and, at or about the time of the receipt of any payment in respect thereof and will of principal on such Lender's Term Note, an appropriate notation on such Lender's Term Note Record reflecting the receipt of such payment. Each Term Loan Lender holding a Term Note will, prior to any transfer of any of its such Term Notes Note, endorse on the reverse side thereof the outstanding principal amount of Term Loans Loan evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, endorsement shall not affect the Borrower’s Borrowers' obligations in respect of such Term LoansLoan. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower D, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each the Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes with respect to the Term Loan will endorse on the reverse side thereof the outstanding principal amount of the Term Loans Loan evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term LoansLoan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans Loan to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor guarantees therefore provided pursuant to the various Credit Loan Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans Loan shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term LoansLoan, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoansLoan.

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

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Domestic Term Loan made by each New Domestic Term Lender to such Borrower or Borrowers shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Domestic Lender shall be conclusive absent manifest error of the amount, Type and Class of the Domestic Term Loans made by the Domestic Lenders to GWI and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of GWI hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Domestic Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Domestic Lender made through the Administrative Agent, GWI shall execute and deliver to such Lender (through the Administrative Agent) in the case of a Domestic Term Loan, a promissory note duly executed and delivered by such Borrower or Borrowers in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 B-1 (a “Domestic Term Note”) dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of such Lender and shall be executed by evidence such Lender’s applicable Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the U.S. Borrower date, Type (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)if applicable), amount and maturity of its Loans and payments with blanks appropriately completed in conformity herewithrespect thereto. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans[Reserved]. (c) Notwithstanding anything The Australian Term Loan made by each Australian Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Australian Lender shall be conclusive absent manifest error of the amount, Type and Class of the Australian Term Loan made by the Australian Lenders to the contrary contained above Australian Borrower and the interest and payments thereon. Any failure to so record or elsewhere any error in this Agreementdoing so shall not, unless however, limit or otherwise specified affect the obligation of the Australian Borrower hereunder to pay any amount owing with respect to the Australian Obligations. In the event of any conflict between the accounts and records maintained by any Australian Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically absence of manifest error. Upon the request the delivery of such Term Notes. No failure of any New Term Australian Lender to request or obtain a Term Note evidencing its Term Loans to any made through the Administrative Agent, the Australian Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to such Lender (through the respective Administrative Agent) a promissory note in substantially the form of Exhibit B-3 (an “Australian Term Note”), dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the requested order of such Lender and shall evidence such Lender’s applicable Australian Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (d) The UK Term Loan made by each UK Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each UK Lender shall be conclusive absent manifest error of the amount, Type and Class of the UK Term Loan made by the UK Lenders to the UK Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the UK Borrower hereunder to pay any amount owing with respect to the UK Obligations. In the event of any conflict between the accounts and records maintained by any UK Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any UK Lender made through the Administrative Agent, the UK Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note in substantially the form of Exhibit B-4 (a “UK Term Note”), dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate amount or amounts insertions. Each such Note shall be payable to the order of such Lender and shall evidence such Lender’s applicable UK Term LoansLoans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) The Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount of the outstanding Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any the transfer of any of its Term Notes Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (cd) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (c). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Domestic Term Loan made by each New Domestic Term Lender to such Borrower or Borrowers shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Domestic Lender shall be conclusive absent manifest error of the amount, Type and Class of the Domestic Term Loans made by the Domestic Lenders to GWI and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of GWI hereunder to pay any amount owing with respect to the applicable Obligations. In the event of any conflict between the accounts and records maintained by any Domestic Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Domestic Lender made through the Administrative Agent, GWI shall execute and deliver to such Lender (through the Administrative Agent) in the case of a Domestic Term Loan, a promissory note duly executed and delivered by such Borrower or Borrowers in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 B-1 (a “Domestic Term Note”) dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the order of such Lender and shall be executed by evidence such Lender’s applicable Term Loans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the U.S. Borrower date, Type (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)if applicable), amount and maturity of its Loans and payments with blanks appropriately completed in conformity herewithrespect thereto. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans[Reserved]. (c) Notwithstanding anything The Australian Term Loan made by each Australian Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Australian Lender shall be conclusive absent manifest error of the amount, Type and Class of the Australian Term Loan made by the Australian Lenders to the contrary contained above Australian Borrower and the interest and payments thereon. Any failure to so record or elsewhere any error in this Agreementdoing so shall not, unless however, limit or otherwise specified affect the obligation of the Australian Borrower hereunder to pay any amount owing with respect to the Australian Obligations. In the event of any conflict between the accounts and records maintained by any Australian Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically absence of manifest error. Upon the request the delivery of such Term Notes. No failure of any New Term Australian Lender to request or obtain a Term Note evidencing its Term Loans to any made through the Administrative Agent, the Australian Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to such Lender (through the respective Administrative Agent) a promissory note in substantially the form of Exhibit B-3 (an “Australian Term Note”), dated as of the Restatement Effective Date (or such other date on which a Lender may become a party hereto in accordance with §20) and completed with appropriate insertions. Each such Note shall be payable to the requested Term Note in the appropriate amount or amounts to order of such Lender and shall evidence such Lender’s applicable Australian Term LoansLoans in addition to such accounts or records. Each such Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, premium (if any), and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially substan-tially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, in the event of any conflict between the books and records of any Lender and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Credit Document Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (ai) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, that any of Exhibit B-5 the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage; provided, further that, if specified in the applicable Series Indenture Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, that unless otherwise set forth in the applicable Series Indenture Supplement, Tax Restricted Notes shall be issued in minimum denominations of $2,000,000 and in integral multiples of $1.00 in excess thereof. (ii) The Term Notes shall be executed by manual, electronic or facsimile signature by an Authorized Officer of the U.S. Borrower (each a “2008 Incremental Issuer. The Term Loan Note” andNotes bearing the manual, collectivelyelectronic or facsimile signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, subject to the “2008 Incremental Term Loan Notes”))following sentence, with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records notwithstanding that such individuals or any of them have ceased to hold such offices prior to the amount of each Term Loan made by it to each Borrower authentication and delivery of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on or did not hold such offices at the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery date of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans shall be entitled to any Borrower benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual, electronic or facsimile signature, and such certificate of authentication upon any Term Note shall affect or in be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any manner impair Term Notes executed by the obligations Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of such Borrower or Borrowers to pay their authentication. (iii) The aggregate principal amount of the Term Loans (Notes which may be authenticated and all related Obligations) which would otherwise delivered under this Base Indenture shall be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansunlimited.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note the Term Notes duly executed and delivered by such Borrower or Borrowers on behalf of the Borrowers, dated the Closing Date, in substantially in the form set forth attached hereto as Exhibit B-1 or Exhibit B-2, as applicable, payable to the order of each such Lender in the an aggregate principal amount equal to such Lender’s Term Loan Supplement for such A Commitment or Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” andB Commitment, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewithas applicable. (b) Each New Lender is hereby authorized by the Borrower to endorse on a schedule attached to each Term Note delivered to such Lender will note (or on its a continuation of such schedule attached to such Term Note and made a part thereof), or otherwise to record in such Lender’s internal records records, an appropriate notation evidencing the date and amount of each Term Loan made by it to from such Lender, each Borrower payment and prepayment of principal of any such Term Loan, each payment of interest on any such Term Loan and each payment in respect thereof and will prior to any transfer the other information provided for on such schedule; provided, however, that the failure of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure Lender to make any such notations or endorsements, a notation or any error in such notation or endorsement, therein shall not affect the Borrower’s obligations obligation of the Borrowers to repay the Term Loans made by such Lender in respect accordance with the terms of such this Agreement and the applicable Term LoansNotes. (c) Notwithstanding anything Upon receipt of an affidavit of a Lender as to the contrary contained above loss, theft, destruction or elsewhere mutilation of such Lender’s Term Note and an indemnity in this Agreementform and substance reasonably satisfactory to the Lead Borrower, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery and upon cancellation of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term LoansNote, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested will issue, in lieu thereof, a replacement Term Note in favor of such Lender, in the appropriate same principal amount or amounts to evidence such Term Loansthereof and otherwise of like tenor.

Term Notes. (a) Subject The Borrower agrees that, upon the written request by any Lender to the provisions Administrative Agent, the Borrower will execute and deliver to such Lender a Term A Note and/or a Term B Note, as applicable, evidencing the Term A Loans and/or Term B Loans, as applicable, made by, and payable to the order of, such Lender, in each case in a maximum principal amount equal to such Lender's Term A Percentage or Term B Percentage of Section 2.20(cthe original Term A Loan Commitment Amount and/or Term B Loan Commitment Amount, as applicable. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Term Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the obligation of date of, the applicable Borrower or Borrowers to pay the outstanding principal amount of, and the interest onrate and Interest Period applicable to, a the Term Loan Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each New Term Obligor absent manifest error; provided, however, that the failure of any Lender to make any such Borrower notations shall not limit or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form otherwise affect any Obligations of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewithany Obligor. (b) Each New Term Lender The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this clause, to maintain a register (the "Register") on which the Administrative Agent will note on its internal records the amount of record each Lender's Term Loan Commitment, the Term Loans made by it to each Borrower of such Term Loan Lender and each payment repayment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of the Term Loans evidenced therebyLoans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 11.10. Failure to make any such notations or endorsementsrecordation, or any error in such notation or endorsementrecordation, shall not affect any Obligor's Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower’s obligations , the Administrative Agent and the Lenders shall treat each Person in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable whose name a Term Loan Supplementis registered (or, Term Notes shall only be delivered if applicable, to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to any Borrower shall affect the contrary. Any assignment or in any manner impair the obligations transfer of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise made pursuant hereto shall be evidenced thereby registered in accordance with the requirements Register only upon delivery to the Administrative Agent of this Agreement, and shall not in any way affect a Lender Assignment Agreement that has been executed by the security or guaranties therefor provided requisite parties pursuant to the various Credit DocumentsSection 11.10. Any New Term Lender which does not have No assignment or transfer of a Term Note evidencing its outstanding Lender's Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower effective unless such assignment or Borrowers transfer shall promptly execute and deliver to the respective Lender the requested Term Note have been recorded in the appropriate amount or amounts to evidence such Term LoansRegister by the Administrative Agent as provided in this Section.

Term Notes. (a) Subject The Borrower agrees that, upon the request to the provisions of Section 2.20(cAdministrative Agent by any Term Loan Lender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 12.6(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a evidence such Lender's Term Loan the Borrower will execute and deliver, on the Effective Date in the case of any such request made by each New Term Lender on or prior to the Effective Date and promptly in the case of any such assignment, to such Borrower or Borrowers shall be evidenced by Lender a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth under such Term Loan Lender's name on Schedule I opposite the heading "Term Loan Commitment" and (b) the then unpaid principal amount of the Term Loans made by such Term Loan Lender to the Borrower. Each Term Note shall (i) be dated the Effective Date, (ii) be payable as provided in subsection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. A Term Note may be assigned or otherwise transferred only by registration of such assignment or transfer in the Register (and each Term Note shall expressly so provide). Any assignment or transfer of a Term Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Term Note accompanied by an Assignment and Acceptance duly executed by the U.S. Borrower (each a “2008 Incremental assigning Term Loan Note” andLender, collectively, and thereupon a new Term Note shall be issued to the “2008 Incremental designated Assignee and the surrendered Term Loan Notes”Note shall be returned by the Administrative Agent to the Borrower marked "cancelled". No assignment of a Term Note shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.7(a)), with blanks appropriately completed in conformity herewith. (b) Each New The Term Lender will note Loans shall be payable in 16 consecutive quarterly installments, commencing on its internal records March 31, 1999, on the dates and in the aggregate principal amount set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreementthen outstanding): Installment Amount ----------- ------ March 31, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans1999 $ 750,000 June 30, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.1999 $ 750,000 September 30, 1999 $ 750,000 December 31, 1999 $ 750,000 March 31, 2000 $1,000,000 June 30, 2000 $1,000,000 September 30, 2000 $1,000,000 December 31, 2000 $1,000,000 March 31, 2001 $1,000,000 June 30, 2001 $1,000,000 September 30, 2001 $1,000,000 December 31, 2001 $1,000,000 March 31, 2002 $1,000,000 June 30, 2002 $1,000,000 September 30, 2002 $1,000,000 December 31, 2002 $1,000,000

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such of the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B (each a “2008 Incremental "Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)"), with blanks appropriately completed appropriate insertions therein as to date and principal amount, payable to the order of such Lender and in conformity herewitha principal amount equal to such Lender's Term Loan. Each Lender is hereby authorized to record the date and amount of each payment or prepayment of principal of its Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Fixed Rate Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of the Term Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Term Note shall (a) be dated the Closing Date, (b) be stated to mature in 83 equal consecutive monthly principal installments payable on the first Business Day of each calendar month, commencing on December 1, 1995 with a final principal payment in the then outstanding principal amount of such Term Loan payable on the Maturity Date, and (c) provide for the payment of interest in accordance with Section 2.12. The then outstanding principal amount of the Term Loan shall be paid in full on the Maturity Date. (b) Each New Term Lender will The Existing Loan shall be evidenced by a promissory note on its internal records of the Borrower substantially in the form of Exhibit H (the "Existing Loan Note"), with appropriate insertions therein as to date and principal amount, payable to the order of PNC and in a principal amount equal to the Existing Loan. PNC is hereby authorized to record the date and amount of each Term payment or prepayment of principal of the Existing Loan made by it on the schedule annexed to and constituting a part of the Existing Loan Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Existing Loan Note shall (a) be dated the Effective Date, (b) be stated to mature in 41 equal consecutive monthly principal installments, each Borrower of such Term Loan and which shall be an amount equal to $83,333, payable on the first Business Day of each calendar month, commencing on November 1, 1995 with a final principal payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the then outstanding principal amount of Term Loans evidenced therebythe Existing Loan payable on the Maturity Date, and (c) provide for the payment of interest in accordance with Section 2.12. Failure to make any such notations or endorsements, or any error The then outstanding principal amount of the Existing Loan shall be paid in such notation or endorsement, shall not affect full on the Borrower’s obligations in respect of such Term LoansMaturity Date. (c) Notwithstanding anything The Existing New Term Loan shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit H (the "Existing New Term Loan Note"), with appropriate insertions therein as to date and principal amount, payable to the contrary contained above order of PNC and in a principal amount equal to the Existing New Term Loan. PNC is hereby authorized to record the date and amount of each payment or elsewhere prepayment of principal of the Existing New Term Loan on the schedule annexed to and constituting a part of the Existing New Term Loan Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Existing New Term Loan Note shall (a) be dated the Effective Date, (b) be stated to mature in this Agreement40 equal consecutive monthly principal installments, unless otherwise specified each of which shall be an amount equal to $104,167, payable on the first Business Day of each calendar month, commencing on November 1, 1995 with a final principal payment in the applicable then outstanding principal amount of the Existing New Term Loan Supplementpayable on the Maturity Date, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request and (c) provide for the delivery payment of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby interest in accordance with Section 2.12. The then outstanding principal amount of the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Existing New Term Lender which does not have a Term Note evidencing its outstanding Term Loans Loan shall be paid in no event be required to make full on the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoansMaturity Date.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.12 and shall, if requested by such Lender, also be evidenced if requested by any applicable Lender, by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes Borrower shall only be delivered required to New deliver Term Notes to Lenders with Term Loans which at any time specifically promptly following request for the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no any event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation The pro rata portion of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Loan made Advances renewed, extended and modified by each New Term Lender to such for the benefit of Borrower or Borrowers shall be evidenced by by, and be repayable with interest in accordance with the terms of, a promissory note duly executed issued by Borrower, in each case payable to the order of such Lender, and delivered by such Borrower or Borrowers substantially in the form set forth in the maximum principal amount of such Lender's Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially Commitment, in the form of Exhibit B-5 3.3 hereto (together with any replacement, modification, renewal or substitution thereof, individually, a "Term Note" and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental "Term Loan Notes”")), with blanks appropriately completed in conformity herewith. (b) Each New Term Note shall be dated the Closing Date and be duly completed, executed and delivered by Borrower. (c) Each Lender will note on its internal records shall endorse that portion of the amount of each Term Loan made by Advance which it to each has renewed, extended and modified for the benefit of Borrower and the amount of such Term Loan and each payment or prepayment of principal thereon in respect thereof and will prior the appropriate space on the grid sheet attached to any transfer its Term Note (or so note the same in its records); provided, however, that the failure of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure Lender to make any such notations endorsement or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and recordation shall not in any way manner affect the security or guaranties therefor provided pursuant obligation of Borrower to repay to such Lender the various Credit Documentsportion of the Term Loan Advance owed to such Lender under the Term Note held by such Lender. Any New such endorsement or recordation shall represent conclusive evidence of the date and amount of such Lender's pro rata share of any Term Lender which does not have a Loan Advance or payment or prepayment of principal thereon, absent manifest error. (d) Each of the Term Note evidencing its outstanding Term Loans Notes shall mature on the Maturity Date (or earlier as hereinafter provided), and shall be subject to payment and prepayment as provided in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute Sections 3 and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans6 hereof.

Term Notes. (a) Subject Notwithstanding the date of this Term Note, the Substitute Term Notes carry all of the rights to unpaid interest that were carried by the 2008 Term Notes such that no loss of interest shall result from any such substitution.]1 This Term Note evidences [Initial Term Loan] [Delayed Draw Term Loan] borrowings under and has been issued by the Borrowers in accordance with the terms of the Credit Agreement. The Lender and any holder hereof pursuant to the provisions Credit Agreement or by operation of Section 2.20(c), law is entitled to the obligation benefits of the applicable Credit Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Term Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Borrowers irrevocably authorize the Lender to pay make or cause to be made, at or about the time of the Drawdown Date of the [Initial Term Loan][Delayed Draw Term Loan] or at the time of receipt of any payment of principal of this Term Note, an appropriate notation on the grid attached to this Term Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such [Initial Term Loan][Delayed Draw Term Loan] or (as the case may be) the receipt of such payment. The outstanding amount of the [Initial Term Loan][Delayed Draw Term Loan] set forth on the grid attached to this Term Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to the [Initial Term Loan][Delayed Draw Term Loan] shall be prima facie evidence of the principal ofamount thereof owing and unpaid to the Lender, and interest on, a Term Loan made by each New Term Lender but the failure to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsementsrecord, or any error in so recording, any such notation amount on any such grid, continuation or endorsement, other record shall not limit or otherwise affect the Borrower’s obligations in respect obligation of such the Borrowers hereunder or under the Credit Agreement to make payments of principal of and interest on this Term Loans. (c) Notwithstanding anything Note when due to the contrary contained above extent of the unpaid principal and interest amount as of any date of determination. The Borrowers have the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or elsewhere in part of the principal of this Agreement, unless otherwise Term Note on the terms and conditions specified in the applicable Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Term Note and all of the unpaid interest accrued thereon and any other charges or amounts due under any of the Loan SupplementDocuments may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. No delay or omission on the part of the Lender, Term Notes or any holder hereof in exercising any right hereunder shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery operate as a waiver of such Term Notes. No failure right or of any New other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. ______________________________ 1 Note: To be used with respect to the Initial Term Lender to request or obtain a Loan. The Borrowers and every endorser and guarantor of this Term Note evidencing its or the obligations represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Term Loans Note, and assents to any Borrower shall affect extension or in postponement of the time of payment or any manner impair the obligations other indulgence, to any substitution, exchange or release of such Borrower or Borrowers to pay the Term Loans (collateral and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documentsaddition or release of any other party or person primarily or secondarily liable. Any New Term Lender which does not have a This Term Note evidencing its outstanding Term Loans shall in no event be required deemed to make take effect as a sealed instrument under the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any laws of the State of New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoansYork.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced (i) in the case of A Term Loans, by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B-1, with blanks appropriately completed in conformity herewith (each a each, an “2008 Incremental A Term Loan Note” and, collectively, the “2008 Incremental A Term Loan Notes”)), (ii) in the case of B Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewithherewith (each, a “B Term Note” and, collectively, the “B Term Notes”), (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iv) in the case of Extended Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each an “Extended Term Note” and, collectively, the “Extended Term Notes”). (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and ---------- interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 C-2 attached hereto (the ----------- "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and shall representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such ----- ----- Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan made by of each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be Holdings, substantially in the form of Exhibit B-5 A-1 (or, with respect to any Term Note issued after the effectiveness of the Assumption, substantially in the form of Exhibit A-3) with appropriate insertions as to payee, date and shall be executed principal amount (each, including as the same may have been amended by the U.S. Borrower (each a “2008 Incremental Term Loan Note Assumption Endorsement, a "Term Note” and, collectively, the “2008 Incremental Term Loan Notes”)"), with blanks appropriately completed in conformity herewith. payable to the order of such Lender and representing the obligation of Holdings (bor, after the effectiveness of the Assumption and after giving effect to the applicable Term Note Assumption Endorsement, Holdings and the Borrower, jointly and severally) Each New Term Lender will note on its internal records to pay the amount of each the Term Loan made by it to such Lender. Concurrently with the effectiveness of the Assumption, each Borrower of such Term Loan Holdings and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender Administrative Agent, for the requested account of each Lender, an endorsement to each Term Note, substantially in the form of Exhibit A-2 with appropriate insertions as to payee, date and principal amount (a "Term Note Assumption Endorsement"). Each Lender is hereby authorized to record the date, Type and amount of its Term Loan and the date and amount of each payment or prepayment of principal thereof and each Conversion of all or a portion thereof to another Type and, and in the appropriate case of Eurodollar Loans, the Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Term Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided, that the failure of such Lender to make any such recordation shall not impair or otherwise affect the validity or enforceability of its Term Note. Each Term Note shall (a) be dated the Closing Date, (b) be stated to mature in installments in amounts equal to such Lender's Term Loan Commitment Percentage of the amounts, and payable on the dates, set forth on Schedule 2.2, and (c) bear interest for the period from the date thereof on the unpaid principal amount or amounts to evidence such Term Loansthereof at the applicable interest rates per annum specified in Section 5.

Term Notes. (a) Subject The Borrower agrees that, upon the request to the provisions Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Term Note evidencing the Term Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender's Term Percentage of Section 2.20(cthe original Term Loan Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Term Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the obligation of date of, the applicable Borrower or Borrowers to pay the outstanding principal amount of, and the interest onrate and Interest Period applicable to, a the Term Loan Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each New Term Obligor absent manifest error; provided, however, that the failure of any Lender to make any such Borrower notations shall not limit or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form otherwise affect any Obligations of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewithany Obligor. (b) Each New Term Lender The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this clause, to maintain a register (the "Register") on which the Administrative Agent will note on its internal records the amount of record each Lender's Term Loan Commitment, the Term Loans made by it to each Borrower of such Term Loan Lender and each payment repayment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of the Term Loans evidenced therebyLoans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11.1. Failure to make any such notations or endorsementsrecordation, or any error in such notation or endorsementrecordation, shall not affect any Obligor's or Personal Guarantor's Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower’s obligations , the Administrative Agent and the Lenders shall treat each Person in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable whose name a Term Loan Supplementis registered (or, Term Notes shall only be delivered if applicable, to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to any Borrower shall affect the contrary. Any assignment or in any manner impair the obligations transfer of such Borrower a Commitment or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise made pursuant hereto shall be evidenced thereby registered in accordance with the requirements Register only upon delivery to the Administrative Agent of this Agreement, and shall not in any way affect a Lender Assignment Agreement that has been executed by the security or guaranties therefor provided requisite parties pursuant to the various Credit DocumentsSection 10.11. 1. Any New No assignment or transfer of a Lender's Term Lender which does not have a Term Note evidencing its outstanding Loan Commitment or Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower effective unless such assignment or Borrowers transfer shall promptly execute and deliver to the respective Lender the requested Term Note have been recorded in the appropriate amount or amounts to evidence such Term LoansRegister by the Administrative Agent as provided in this Section.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and ---------- interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 C-2 attached hereto (the ----------- "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and shall representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such ----------- Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. Simultaneously with the conversion of the outstanding Construction Loans of each Construction Lender into Term Loans of such Construction Lender in accordance with Section 2.1 hereof and Section 2.7 of the original Loan Agreement and Applicable Law, the Borrowers shall amend and restate and the XXX shall issue the XXX (Partnership) Construction Notes (as defined in the Original Loan Agreement) of such Construction Lender and, to the extent the Partnership Development Loans are converted into Term Loans in accordance with Section 2.1 hereof and Section 2.7 of the Original Loan Agreement, amend and restate the Partnership Development Loan Note of such Construction Lender and deliver to each Lender amended and restated promissory notes evidencing such amendments and restatements as follows: (a) Subject to the provisions converted XXX Building Loans of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers Construction Leader shall be evidenced by a promissory note duly executed and delivered by such Borrower or of the Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower A-1 (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental "XXX Building Term Loan Notes”")), with blanks appropriately completed in conformity herewith.; (b) the converted XXX Development Loans of such Construction Lender shall be evidenced by a promissory note of the Borrowers substantially in the form of Exhibit A-2 (collectively, the "XXX Development Term Notes"); and (c) to the extent the Partnership Development Loans of such Construction Lender are converted into Term Loans, the converted Partnership Development Loans shall be evidenced by promissory notes of the Partnership substantially in the form of Exhibit A-3 (collectively, the "Partnership Term Notes"; together with the XXX Building Term Notes and the XXX Development Term Notes, the "Term Notes"). The Term Notes of each Lender shall have appropriate insertions and be payable to the order of such Lender. Each New Term Lender will note on its internal records Note shall (i) be dated the second Capital Contribution Date, (ii) in the case of the XXX Building Term Notes and the XXX Development Term Notes, subject to Section 11.8(a), represent the joint and several obligations of the Partnership and the XXX to pay the principal amount of each the Term Loan made by it to each Borrower such Lender as an amendment and restatement of such XXX (Partnership) Construction Notes (as defined in the Original Loan Agreement) and, in the case of the Partnership Term Loan and each payment in respect thereof and will prior Notes, represent the obligation of the Partnership to any transfer of any of its Term Notes endorse on pay the reverse side thereof the outstanding principal amount of the Term Loans evidenced thereby. Failure to make any Loan made by such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect Lender as an amendment and restatement of such Term Loans. Partnership Development Loan Note, (ciii) Notwithstanding anything to the contrary contained above or elsewhere be payable in this Agreement, unless otherwise specified consecutive quarterly installments of principal on each Installment Payment Date in the applicable Term Loan Supplementamounts set forth on Schedule 11, Term Notes shall only be delivered (iv) provide for the payment of interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby outstanding in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.4.3

Term Notes. (ai) Subject to the provisions of Section 2.20(c)Unless otherwise provided in any applicable Series Supplement, the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans Notes shall be substantially in the form attached as Exhibit A-1 and Exhibit A-2, as applicable; provided, however, that any of Exhibit B-5 the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Term Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03, Ownership Interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, however, that Term Notes purchased by Institutional Accredited Investors that are not Qualified Institutional Buyers will be delivered in fully registered, certificated form and Term Notes of a Series to the extent provided in the related Series Supplement, upon original issuance, may be issued in fully registered, certificated form (collectively, the “Definitive Term Notes” and, together with the Definitive Variable Funding Notes, “Definitive Notes”). Unless otherwise provided in any applicable Series Supplement, the Term Notes shall be issued in minimum denominations of $25,000 initial principal balance and in any whole dollar denomination in excess thereof; provided, however, Term Notes issued as Definitive Term Notes shall be issued in minimum denominations of $100,000 initial principal balance and in integral multiples of $1,000 in excess thereof. (ii) The Term Notes shall be executed by manual signature by an Authorized Officer of the U.S. Borrower (each a “2008 Incremental Issuer. Term Loan Note” andNotes bearing the manual signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, collectivelysubject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower authentication and delivery of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on or did not hold such offices at the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery date of such Term Notes. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any Notes executed by the Issuer for issuance pursuant to this Indenture. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans shall be entitled to any Borrower shall affect benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in any manner impair the obligations of such Borrower or Borrowers to pay form provided for herein executed by the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this AgreementIndenture Trustee by manual signature, and shall not in such certificate of authentication upon any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make conclusive evidence, and the endorsements on a only evidence, that such Term Note otherwise required in Section 2.20(b)has been duly authenticated and delivered hereunder. At any time when any New All Term Lender requests Notes shall be dated the delivery date of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loanstheir authentication.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Parent Borrower's obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a all of the Term Loan Loans made to it by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 11.16 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), B hereto with blanks appropriately completed in conformity herewithherewith (each a "Term Note" and collectively, the "Term Notes"). (b) The Term Note issued to each Lender shall (i) be executed by the Parent Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loan Commitment or Incremental Term Loan Commitment, as the case may be, of such Lender and be payable in a principal amount equal to the amount of the Initial Term Loans or Incremental Term Loans, as the case may be, made by such Lender, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. Upon receipt of an affidavit of an officer of the Lender (together with a customary indemnity from such Lender in form and substance satisfactory to the Parent Borrower) that a Term Note has been lost, stolen, destroyed or mutilated, the Parent Borrower will issue a replacement Term Note in the same principal amount thereof and otherwise of like tender. (c) Each New Term Lender will note record on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes Note endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, shall not affect the Parent Borrower’s 's obligations in respect of such Term Loans. (cd) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Parent Borrower shall affect or in any manner impair the obligations of such the Parent Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Parent Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (c). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Parent Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan made by each New Term Loan Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in of the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be Borrower, substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower N hereto (each a “2008 Incremental "TERM LOAN NOTE"), with appropriate insertions, payable to the order of such Term Loan Lender and representing the obligations of the Borrower to pay the principal amount equal to the Term Loan Commitment of such Term Loan Lender, with interest thereon as prescribed in subsection 2.9. Each Term Loan Lender is hereby authorized to record the date, the Type and the amount of the Term Loan made by such Term Loan Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof, and, in the case of Eurodollar Loans, the length of the Interest Period with respect thereto on the schedule annexed to and constituting a part of its Term Loan Note” and, collectivelyand any such recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the “2008 Incremental failure of any Term Loan Notes”))Lender to make such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under such Term Loan Note. Each Term Loan Note shall (i) be dated the First Amendment Effective Date, (ii) be payable as provided in subsection 2A.2(b) and (iii) provide for the payment of interest in accordance with blanks appropriately completed in conformity herewithsubsection 2.9. (b) Each New The aggregate Term Lender will note Loans of all the Term Loan Lenders shall be payable in six (6) consecutive semi-annual installments on its internal records the dates and in the principal amounts set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.then outstanding):

Term Notes. (a) Subject The Borrower agrees that, upon the request to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Administrative Agent by any Term Loan made by each New Lender, in order to evidence such Lender's Term Lender Loan the Borrower will execute and deliver to such Borrower or Borrowers shall be evidenced by Lender a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower A-2 (each each, as amended, supplemented, replaced or otherwise modified from time to time, a “2008 Incremental "Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)"), with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to the order of such Term Loan Lender and in conformity herewitha principal amount equal to the amount set forth opposite such Term Loan Lender's name on Schedule 1.1 under the heading "Term Loan Commitment." Each Term Loan Lender is hereby authorized to record the date, Type and amount of its Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Term Note, and any such recordation shall, in the absence of manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Term Loan Lender to make any such recordation, or any error therein, shall not affect any of the obligations of the Borrower under such Term Note or this Agreement. Any Term Note shall (i) be dated the Closing Date, (ii) be payable as provided in Section 2.7(b) and (iii) provide for the payment of interest in accordance with Section 4.1. (b) Each New The aggregate Term Lender will note Loans of all the Term Loan Lenders shall be payable in 17 consecutive quarterly installments on its internal records the dates and in a principal amount equal to the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on set forth below (together with all accrued interest thereon) opposite the reverse side thereof applicable installment date (or, if less, the outstanding principal aggregate amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreementthen outstanding): Installment Amount ----------- ------- March 31, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans1999 $2,000,000 June 30, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.1999 2,000,000 September 30, 1999 2,000,000 December 31, 1999 2,500,000 March 31, 2000 2,500,000 June 30, 2000 2,500,000 September 30, 2000 2,500,000 December 31, 2000 3,000,000 March 31, 2001 3,000,000 June 30, 2001 3,000,000 September 30, 2001 3,000,000 December 31, 2001 3,500,000 March 31, 2002 3,500,000 June 30, 2002 3,500,000 September 30, 2002 3,500,000 December 31, 2002 4,000,000 March 31, 2003 4,000,000

Term Notes. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, on the date of this Agreement, (a) Subject (i) each Lender designated as a “new lender” on Schedule 1 hereto agrees to make a term loan (collectively, the “New Term Loan”) on the date hereof to the provisions of Section 2.20(c), Borrower in the obligation of amount equal to the applicable Borrower or Borrowers to pay the principal of, and interest on, a Lender’s Term Loan made by Commitment and (ii) each New Term Lender designated as a “deferred lender” on Schedule 1 hereto agrees to such Borrower or Borrowers shall be evidenced by receive a promissory note duly executed in an amount equal to the applicable Lender’s Term Loan Commitment in exchange for certain obligations owed to them by the Borrower (collectively, the “Deferred Term Loan”, and delivered by such collectively with the New Term Loan, the “Term Loan”) and (b) Borrower or Borrowers substantially in shall issue to the form Lenders, and the Lenders shall accept from Borrower, the Term Notes. The principal amount of the Term Notes outstanding from time to time shall bear interest at the rate set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 Notes and shall be executed by repaid as provided in the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, Notes. Repayment of the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse is due in full on the reverse side thereof Maturity Date, unless the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations Obligations are otherwise accelerated, terminated or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere extended as provided in this Agreement, unless otherwise specified in . All payments and prepayments of any amounts due under the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders or with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans respect to any Obligations shall be paid by the Borrower shall affect or in any manner impair to the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby Lenders on a pro rata basis in accordance with the requirements each Lender’s Term Loan Commitment. The obligations of this Agreement, each Lender hereunder shall be several and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansjoint.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the Each Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by a the Administrative Agent pursuant to Section 13.16 and shall, if requested by such Lender, also be evidenced by one or more promissory note notes duly executed and delivered by such each Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B, with blanks appropriately completed in conformity herewith (each a each, an “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s Borrowers’ obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower the Borrowers shall affect or in any manner impair the obligations of such Borrower or the Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (ai) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans Notes shall be substantially in the form attached as Exhibit A-1 or A-2, as applicable; provided, further, that any of Exhibit B-5 the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes may be admitted to trading, or to conform to general usage. The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, that unless set forth in the applicable Series Indenture Supplement, Tax Restricted Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $1.00 in excess thereof. (ii) The Term Notes shall be executed by manual or facsimile signature by an Authorized Officer of the U.S. Borrower (each a “2008 Incremental Co-Issuers. The Term Loan Note” andNotes bearing the manual signatures of individuals who were at any time the Authorized Officers of the Co-Issuers shall be entitled to all benefits under this Base Indenture, collectivelysubject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower authentication and delivery of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on or did not hold such offices at the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery date of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans shall be entitled to any Borrower benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual or facsimile signature, and such certificate of authentication upon any Term Note shall affect or in be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any manner impair Term Notes executed by the obligations Co-Issuers for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of such Borrower or Borrowers to pay their authentication. (iii) The aggregate principal amount of the Term Loans (Notes which may be authenticated and all related Obligations) which would otherwise delivered under this Base Indenture shall be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansunlimited.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower's obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”))B, with blanks appropriately completed in conformity herewithherewith (each a "Term Note" and, collectively, the "Term Notes"). (b) The Term Note issued to each Lender that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s 's obligations in respect of such Term Loans. (cd) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (e). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Term Loans made on the Closing Date, by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B-1, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), (ii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewithherewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (ii) in the case of Extended Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, an “Extended Term Note”). (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) The Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be payable in the principal amount of the outstanding Term Loans held by such Lender, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any the transfer of any of its Term Notes Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (cd) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (c). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (ai) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a The Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans Notes shall be substantially in the form attached as Exhibit A-1, A-2, A-3 or A-4, as applicable; provided, further, that any of Exhibit B-5 the Term Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Base Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes may be admitted to trading, or to conform to general usage; provided, further, that, if specified in the applicable Series Indenture Supplement, all or a portion of any Class or Series of Term Notes may be initially issued in fully registered, certificated form (the “Definitive Term Notes” and together with the Definitive Variable Funding Notes, the “Definitive Notes”). The Term Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary. The Notes shall be issued in minimum denominations of $100,000 and in any whole dollar denomination in excess thereof; provided, that Tax Restricted Notes shall be issued in minimum denominations specified in the Series Indenture Supplement for such Series and Class of Tax Restricted Notes and in integral multiples of $1.00 in excess thereof as required in Section 2.07(ix). (ii) The Term Notes shall be executed by manual signature by an Authorized Officer of the U.S. Borrower (each a “2008 Incremental Issuer. The Term Loan Note” andNotes bearing the manual signatures of individuals who were at any time the Authorized Officers of the Issuer shall be entitled to all benefits under this Base Indenture, collectivelysubject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower authentication and delivery of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on or did not hold such offices at the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery date of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans shall be entitled to any Borrower benefit under this Base Indenture, or be valid for any purpose, however, unless there appears on such Term Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Term Note shall affect or in be conclusive evidence, and the only evidence, that such Term Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver any manner impair Term Notes executed by the obligations Issuer for issuance pursuant to this Base Indenture. All Term Notes shall be dated the date of such Borrower or Borrowers to pay their authentication. (iii) The aggregate principal amount of the Term Loans (Notes which may be authenticated and all related Obligations) which would otherwise delivered under this Base Indenture shall be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansunlimited.