defined) at the time that the advance was made, and in each case, is within the charge to UK corporation tax as respects any
`payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section
`18A of the CTA or (ii) a UK Treaty Lender." Receivables" means all accounts receivable (including all rights to payment created by
`or arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned
`by performance).
`
`" Receivables Entity " means a wholly owned Subsidiary of the Borrower which engages in no activities other than in
`connection with the financing of Receivables of the Receivables Sellers and which is designated (as provided below) as a
`"Receivables Entity". Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent
`an officer's certificate of the Borrower certifying that, to the best of such officer's knowledge and belief after consultation with
`counsel, such designation complied with the foregoing conditions.
`
`" Receivables Sellers " means the Borrower and those Subsidiaries (other than Receivables Entities) that are from time to
`time party to the Permitted Receivables Facility Docwnents.
`
`" Recipient " means the Administrative Agent and any Lender, as applicable.
`
`"Register" has the meaning set forth in Section 9.04(c).
`
`"ReiOOation S-X "means Regulation S-X under the Securities Act of 1933, as amended.
`
`" Related Parties " means, with respect to any Person, such Person's Affiliates and the partners, directors, officers,
`employees, agents, trustees and administrators of such Person and of such Person's Affiliates.
`
`"Removal Effective Date "has the meaning set forth in clause (f)(ii) of Article VIII .
`
`" Required Lenders " means, at any time, Lenders with Loans aggregating more than 50% of the aggregate principal amount
`of all Loans outstanding at such time; provided that the Loans of any Defaulting Lender shall be excluded for purposes of making a
`determination of Required Lenders.
`
`"ResiiUJation Effective Date" has the meaning set forth in clause (f)(i) of Article VIII.
`
`"Responsible Officer " means (a) the chief executive officer, executive director, president, vice president, chief financial
`officer, treasurer, assistant treasurer or controller of the Borrower or another Loan Party, as context shall require, and (b) solely for
`purposes of notices given pursuant to Article II, any other officer or employee of the Borrower so designated by any of the foregoing
`officers in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an
`agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible
`Officer of the Borrower or another Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
`partnership and/or other action on the part of the Borrower or such Loan Party and such Responsible Officer shall be conclusively
`presumed to have acted on behalf of the Borrower or such Loan Party.
`
`26
`
`0496
`
`MYLAN - EXHIBIT 1056 - Part 5 of 5
`Mylan Laboratories Limited v. Aventis Pharma S.A.
`IPR2016-00712
`
`

`

`" Restricted Payments " means any dividend or other distribution (whether in cash, securities or other property (other than
`Qualified Equity Interests)), other than to the Foundation, with respect to any Equity Interests in the Borrower, or any payment
`(whether in cash, securities or other property (other than Qualified Equity Interests)), including any sinking fund or similar deposit,
`on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the
`Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.
`
`" Revolvin~ Credit A~eement " means that certain Revolving Credit Agreement dated as of the date hereof, among the
`Borrower, certain Affiliates and Subsidiaries of the Borrower from time to time party thereto, each lender from time to time party
`thereto and Bank of America, N.A., as administrative agent thereunder.
`
`"~"means S&P Global Ratings, and any successor thereto.
`
`" Same Day Funds " means, immediately available funds
`
`" SEC " means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority
`succeeding to any of its principal functions.
`
`"Solvent" and" Solvency" mean, with respect to any Person on any date of determination, that on such date (a) the fair
`value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b)
`the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
`of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will,
`incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they become absolute and matured and (d)
`such Person is not engaged in any business, as conducted on such date and as proposed to be conducted following such date, for
`which such Person's property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall
`be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can
`reasonably be expected to become an actual or matured liability.
`
`" specified currency " has the meaning assigned in Section 2.20.
`
`" Specified Transaction " means, with respect to any Test Period, any of the following events occurring after the first day of
`such Test Period and prior to the applicable date of determination: (i) any Investment by the Borrower or any Subsidiary in any
`Person (including in connection with any acquisition) other than a Person that was a wholly-owned Subsidiary on the first day of
`such period involving consideration paid by the Borrower or such Subsidiary in excess of $10,000,000, (ii) any disposition outside
`the ordinary course of business of assets by the Borrower or any Subsidiary with a fair market value in excess of $10,000,000, (iii)
`any incurrence or repayment of Indebtedness (in each case, other than borrowings and repayments of Indebtedness in the ordinary
`course of business under revolving credit facilities except to the extent there is a reduction in the related revolving credit
`commitment) and (iv) any Restricted Payment involving consideration paid by the Borrower or any Subsidiary in excess of
`$10,000,000.
`
`27
`
`0497
`
`

`

`"Squeeze-Out" means any procedure (including the appointment of arbitrators and the composition of an arbitral tribunal)
`under Chapter 22 of the Swedish Companies Act for the compulsory acquisition by the Borrower and its Affiliates of any issued
`share capital in Meda that has not been acquired pursuant to the public offer to all shareholders of Meda by the Borrower to acquire
`all the issued share capital in Meda.
`
`" subsidiary " means, with respect to any Person (the ''parent") at any date, any corporation, limited liability company,
`partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary
`voting power for the election of directors or other governing body are at the time beneficially owned, directly or indirectly, by the
`parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
`
`" Subsidiary " means any subsidiary of the Borrower. For greater certainty, the parties acknowledge that the Foundation is
`not a subsidiary of the Borrower.
`
`" Swap Agreement " means any agreement with respect to any swap, forward, future or derivative transaction or option or
`similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or
`securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar
`transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
`account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries
`shall be a Swap Agreement.
`
`"Swedish Companies Act" means the Swedish Companies Act ( Sw. Aktiebolagslagen (2005:551) ).
`
`" Taxes " means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including
`backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions
`to tax or penalties applicable thereto.
`
`"Tax Deduction" means a deduction or withholding for or on account of Taxes from a payment under this Agreement.
`
`"Test Period" means the period offour fiscal quarters of the Borrower ending on a specified date.
`
`" Term Commitment" means, with respect to each Lender, the commitment, if any, of such Lender on or prior to the Closing
`Date to make the Term Loan to the Borrower hereunder in an aggregate principal amount equal to the amount set forth opposite such
`Lender's name on Schedule 2.01 , as such commitment may be reduced or increased from time to time pursuant to assignments by or
`to such Lender pursuant to Section 9.04 of this Agreement. The initial amount of each Lender's Term Commitment is set forth on
`Schedule 2.01 or in the Assignment and Assumption to which such Lender becomes a party hereto, as applicable. The aggregate
`amount of the Lenders' Term Commitments on the Closing Date is $2,000,000,000.
`
`" Term Loan " has the meaning set forth in Section 2.0 1.
`
`28
`
`0498
`
`

`

`" Transactions " means the execution. delivery and performance by the Loan Parties of this Agreement and the other Loan
`Documents, the borrowing of the Term Loan hereunder and the use of the proceeds thereof.
`
`" ~" when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the
`Loans comprising such Borrowing, is determined by reference to the Eurocurrency or the Base Rate.
`
`" llK." and " United Kingdom " each mean the United Kingdom of Great Britain and N orthem Ireland.
`
`"UK Treaty " means a double taxation agreement one of the parties to which is the United Kingdom and which makes
`provision for full exemption from Taxes imposed by the UK on interest.
`
`"UK Treaty Lender " means a Lender which (a) is treated as a resident of a UK Treaty State for the purposes of the relevant
`UK Treaty, (b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's
`participation in the Loan is effectively connected, and (c) meets all other conditions that need to be satisfied by that Lender in the
`relevant UK Treaty for full exemption from Taxes imposed by the UK on interest, assuming satisfaction of (i) any necessary
`procedural formalities and (ii) any condition which relates (expressly or by implication) to there not being a special relationship
`between the Borrower making the applicable payment and a Lender or between either of them and another person, or to the amounts
`or terms of any Loan.
`
`" UK Treaty Passport Scheme " means the HM Revenue & Customs double taxation treaty passport scheme.
`
`" UK Treaty State " means a jurisdiction, other than the United Kingdom, which is party to a UK Treaty.
`
`"YAT "means (a) any Tax imposed in compliance with the Council Directive of28 November 2006 on the common system
`of value added tax (EC Directive 2006/112) and (b) any other Tax of a similar nature, whether imposed in a member state of the
`European Union in substitution for (or in addition to) a Tax referred to in clause (a) above, or imposed elsewhere.
`
`" Weighted Average Life to Maturity " means, when applied to any Indebtedness at any date, the number of years obtained
`by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products
`obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required
`payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest
`one-twelfth) which will elapse between such date and the making of such payment.
`
`" Withdrawal Uability " means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
`Multiemployer Plan, as such terms are defmed in Part I of Subtitle E of Title IV of ERISA.
`
`29
`
`0499
`
`

`

`" wholly owned " means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity
`Interests of which (other than (x) director's qualifying shares and (y) shares issued to foreign nationals to the extent required by
`applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.
`
`" Write-Down and Conversion Powers " means, with respect to any EEA Resolution Authority, the write-down and
`conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA
`Member Country, which Write-Down and Conversion Powers are described in the EU Bail-In Legislation Schedule.
`
`SECTION 1.02. Classification of Loans and Borrowin~s . For purposes of this Agreement, Loans and Borrowings may be
`classified and referred to by Type ( ~. a "Eurocurrency Loan").
`
`SECTION 1.03.
`Tenns Generally. The definitions of terms herein shall apply equally to the singular and plural forms of
`the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
`forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The
`word ''will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise (a)
`any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
`agreement, instrument or other document as from time to time amended, supplemented, refinanced, restated, replaced or otherwise
`modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to
`any Person shall be construed to include such Person's successors and assigns, (c) the words "herein," "hereof' and "hereunder,'' and
`words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all
`references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
`and Schedules to, this Agreement and (e) the words "asset'' and ''property" shall be construed to have the same meaning and effect
`and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
`
`SECTION 1.04. Accounting Terms; GAAP.
`
`(a) Except as otherwise expressly provided herein, all terms of an accounting or fmancial nature shall be construed
`in accordance with GAAP, as in effect from time to time; provided that, (i) if the Borrower notifies the Administrative Agent that the
`Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in
`GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the
`Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
`before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as
`in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or
`such provision amended in accordance herewith and (ii) notwithstanding anything in GAAP to the contrary, for purposes of all
`financial calculations hereunder, the amount of any Indebtedness outstanding at any time shall be the stated principal
`
`30
`
`0500
`
`

`

`amount thereof (except to the extent such Indebtedness provides by its terms for the accretion of principal, in which case the amount
`of such Indebtedness at any time shall be its accreted amount at such time).
`
`(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or
`covenant or the compliance with or availability of any basket contained in this Agreement, the Consolidated Leverage Ratio,
`Consolidated Total Assets and Consolidated Net Tangible Assets shall be calculated with respect to such period on a Pro Forma
`Basis.
`
`Payments on Business Days . When the payment of any Obligation or the performance of any covenant,
`SECTION 1.05.
`duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or
`performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing
`interest or fees, as the case may be; provided that, with respect to any payment of interest on or principal of Eurocurrency Loans, if
`such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the
`immediately preceding Business Day.
`
`Pro Forma Compliance . Where any provision of this Agreement requires, as a condition to the
`SECTION 1.06.
`permissibility of an action to be taken by any Loan Party or any of its Subsidiaries at any time prior to December 31, 2016,
`compliance on a Pro Forma Basis with Section 6.07, such provision shall mean that on a Pro Forma Basis, and after giving effect to
`such action, the Consolidated Leverage Ratio shall be no greater than the maximum level specified for December 31, 2016.
`
`SECTION 1.07. Roundin&. Any financial ratios required to be maintained by the Borrower and its Subsidiaries pursuant
`to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place
`more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number
`(with a rounding-up if there is no nearest number).
`
`SECTION 1.08.
`
`[Intentionally Omitted].
`
`SECTION 1.09.
`
`[Intentionally Omitted].
`
`Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
`SECTION 1.10.
`Eastern time (daylight or standard, as applicable).
`
`SECTION 1.11.
`
`[Intentionally Omitted].
`
`LIBO Rate . The Administrative Agent does not warrant, nor accept responsibility, nor shall the
`SECTION 1.12.
`Administrative Agent have any liability with respect to the rates in the definition of "LIBO Rate" or with respect to any comparable
`or successor rate thereto; provided that the foregoing shall not apply to any liability arising out of the bad faith, willful misconduct or
`negligence of the Administrative Agent.
`
`31
`
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`
`

`

`ARTICLE II
`
`The Credits
`
`SECTION 2.01. Term Commitments .
`
`Each Lender severally agrees to make a single loan to the Borrower on the Closing Date in Dollars in an amount not to
`exceed such Lender's Term Commitment (collectively, the " Term Loan"). The borrowing on the Closing Date shall consist of
`Loans made simultaneously by the Lenders in accordance with their respective Term Commitments. Amounts borrowed under this
`Section 2.01 and repaid or prepaid may not be reborrowed. The Loans may, from time to time, be Base Rate Loans, Eurocurrency
`Loans, or a combination thereof, as further provided herein.
`
`SECTION 2.02. Loan and Borrowings .
`
`(a) Subject to the terms and conditions set forth herein, the initial funding of the Term Loan shall be made as part of
`a Borrowing consisting of Loans funded by the Lenders ratably in accordance with their respective Term Commitments. The failure
`of any Lender to make the portion of the Term Loan required to be made by it shall not relieve any other Lender of its obligations
`hereunder; provided that the Term Commitments of the Lenders are several and no Lender shall be responsible for any other
`Lender's failure to fund the Term Loan as required.
`
`(b) Subject to Section 2.13, each Borrowing shall be comprised entirely of Base Rate Loans or Eurocurrency Loans
`as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurocurrency Loan by causing any
`domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect
`the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
`
`(c) Each Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an aggregate amount that is
`an integral multiple of the Borrowing Multiple (or, if not an integral multiple, the entire available amount) and not less than the
`Borrowing Minimum. Each Borrowing of, conversion to or continuation of Base Rate Loans shall be in an aggregate amount that is
`an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type may be outstanding at the same
`time; provided that there shall not at any time be more than a total of twenty (20) Eurocurrency Borrowings outstanding.
`
`(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect
`to convert or continue, any Borrowing if the Interest Period requested would end after the Maturity Date.
`
`SECTION 2.03. Requests for Borrowings . To request a Borrowing of the Term Loan on the Closing Date, a conversion of
`Loans from one Type to the other or a continuation of Eurocurrency Loans, the Borrower shall irrevocably notify the Administrative
`Agent of such request by (A) telephone or (B) a written Borrowing Request in a form attached hereto as Exhibit C or such other form
`as may be approved by the Administrative Agent (including any form on an electronic
`
`32
`
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`
`

`

`platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed
`by a Responsible Officer of the Borrower; provided that any telephonic notice must be confirmed immediately by hand delivery or
`telecopy or transmission by electronic communication in accordance with Section 9.0l(b) to the Administrative Agent of a written
`Borrowing Request. Each such Borrowing Request must be received by the Administrative Agent not later than Noon (i) three
`Business Days prior to the requested date of the borrowing of Eurocurrency Loans, or any conversion to or continuation of
`Eurocurrency Loans or of any conversion of Eurocurrency Loans to Base Rate Loans, and (ii) on the requested date of the borrowing
`ofBase Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Loans having an Interest Period other
`than one, two, three or six months in duration as provided in the definition of "Interest Period," the applicable notice must be
`received by the Administrative Agent not later than noon four Business Days prior to the requested date of such borrowing of
`Eurocurrency Loans, conversion or continuation of Eurocurrency Loans, whereupon the Administrative Agent shall give prompt
`notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not
`later than 11:00 a.m., three Business Days before the requested date of such borrowing of Eurocurrency Loans, conversion or
`continuation of Eurocurrency Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone)
`whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing Request shall
`specify the following information in compliance with Section 2.02:
`
`(i)
`
`the aggregate amount of the requested Borrowing, conversion or continuation;
`
`(ii)
`
`the date of such Borrowing, conversion or continuation, which shall be a Business Day;
`
`Borrowing;
`
`(iii) whether such Borrowing, conversion or continuation is to be a Base Rate Borrowing or a Eurocurrency
`
`in the case of a Eurocurrency Borrowing, the Interest Period to be applicable thereto, which shall be a
`(iv)
`period contemplated by the definition of the term "Interest Period";
`
`(v) with respect to the initial borrowing of the Term Loan on the Closing Date, the location and number of
`the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06;
`
`(vi) whether the Borrower is requesting the initial borrowing of the Term Loan, a conversion of Loans from
`one Type to the other, or a continuation of Eurocurrency Loans; and
`
`the Type of Loans to be borrowed (in the case of the initial borrowing of the Term Loan on the Closing
`(vii)
`Date) or to which existing Loans are to be converted.
`
`33
`
`0503
`
`

`

`If no election as to the Type of Borrowing is specified, then, the requested Borrowing shall be a Base Rate Borrowing. In the case of
`a failure to timely request a conversion or continuation of Eurocurrency Loans, such Loans shall be continued as Eurocurrency
`Loans with an Interest Period of one month's duration. If no Interest Period is specified with respect to any requested Eurocurrency
`Borrowing or conversion or continuation of Eurocurrency Loans, then the Borrower shall be deemed to have selected an Interest
`Period of one month's duration. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
`Period then in effect with respect to the applicable Eurocurrency Loans. Promptly following receipt of a Borrowing Request in
`accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such
`Lender's Loan to be made as part of the requested Borrowing. Except as otherwise provided herein, a Eurocurrency Loan may be
`continued or converted only on the last day of an Interest Period for such Eurocurrency Loan. During the existence of a Default, no
`Loans may be converted to or continued as Eurocurrency Loans without the consent of the Required Lenders.
`
`SECTION 2.04.
`
`[Intentionally Omitted].
`
`SECTION 2.05.
`
`[Intentionally Omitted].
`
`SECTION 2.06. Funding of Borrowings.
`
`(a) Each Lender shall make the portion of the Term Loan to be made by it hereunder on the Closing Date by wire
`transfer of immediately available funds by 2:00p.m., New York City time, to the account of the Administrative Agent designated by
`it for such purpose by notice to the Lenders in an amount equal to such Lender's Applicable Percentage or other percentage provided
`for herein. The Administrative Agent will make the Term Loan available to the Borrower on the Closing Date by promptly crediting
`the amounts so received, in like funds, to an account designated by the Borrower.
`
`(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of the
`borrowing in paragraph (a) of this Section that such Lender will not make available to the Administrative Agent such Lender's share
`of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
`accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a
`corresponding amount. In such event, if a Lender has not in fact made its share of the borrowing on the Closing Date available to the
`Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on
`demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to
`the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Overnight Rate
`plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the
`foregoing or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the
`Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing.
`
`34
`
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`
`

`

`SECTION 2.07.
`
`[Intentionally Omitted].
`
`SECTION 2.08. Reduction of Commitments . The aggregate Term Commitments shall be automatically, permanently and
`irrevocably reduced to zero at 5:00p.m., New York City time, on the Closing Date, such that no additional Term Loan or other
`extension of credit in respect thereof will be made after the Closing Date.
`
`SECTION 2.09. Repayment of Loans: Evidence of Debt .
`
`(a) The Borrower hereby unconditionally promises to pay in Dollars to the Administrative Agent for the account of
`each Lender the then unpaid principal amount of each Loan of such Lender on the Maturity Date (or such earlier date on which the
`Loans become due and payable pursuant to Article VII) and in any event such payment shall be in an amount equal to the aggregate
`principal amount of all Loans outstanding on such date.
`
`Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
`(b)
`indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and
`interest payable and paid to such Lender from time to time hereunder.
`
`(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
`hereunder and Type thereof and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and
`payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the
`Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.
`
`(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
`evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any
`Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of
`the Borrower to repay the Loans in accordance with the terms of this Agreement.
`
`(e) Any Lender may request that Loans made by it be evidenced by promissory notes. In such event, the Borrower
`shall prepare, execute and deliver to such Lender promissory notes payable to such Lender and its registered assigns and in a form
`approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all
`times (including after assignment pursuant to Section 9.04 of this Agreement) be represented by one or more promissory notes in
`such form payable to the payee named therein and its registered assigns.
`
`SECTION 2.10. Optional Prepayment ofLoans.
`
`(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in
`part, without premium or penalty, subject to prior notice given in
`
`35
`
`0505
`
`

`

`accordance with paragraph (b) of this Section, or otherwise in form and substance reasonably acceptable to the Administrative
`Agent.
`
`(b) The Borrower shall notify the Administrative Agent by telephone ( confmned by telecopy or transmission by
`electronic communication in accordance with Section 9.01(b)) of any prepayment hereunder (i) in the case of prepayment of a
`Eurocurrency Borrowing, not later than 2:00p.m., New York City time, three (3) Business Days before the date of prepayment and
`(ii) in the case of prepayment of a Base Rate Borrowing, not later than noon, New York City time, on the date of prepayment. Each
`such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof
`to be prepaid; provided that a notice of prepayment of the then outstanding principal amount of the Loans delivered by the Borrower
`may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Ind