Confirmation Order. A final, nonappealable Confirmation Order shall have been entered and is not subject to any stay, and, unless waived by [[Organization B:Organization]], the time to appeal the Confirmation Order or to seek review, rehearing, or certiorari with respect to the Confirmation Order must have expired, no appeal or petition for review, rehearing or certiorari with respect to the provisions of the Confirmation Order may be pending, and the Confirmation Order must otherwise be in full force and effect;

Borrower Confirmation. The Company and the Specified Designated Borrower (being at all relevant times members of the same wholly owned group) confirm that:

Confirmation Schedule. The Confirmation Schedule as set forth in the Scheduling Motion, including the shortened notice related thereto, is approved in all respects.

Rating Confirmation. Upon written request of any [[Organization B:Organization]](s), such [[Organization B:Organization]] shall (at such [[Organization B:Organization]]’s expense (including reasonable legal expenses of the Master Servicer, up to $5,000) and with the reasonable cooperation of the Master Servicer), obtain a rating, in form satisfactory to the requesting [[Organization B:Organization]], of the facility contemplated by this Agreement (the “External Rating”) from S&P, Moody’s, Fitch or another nationally-recognized rating agency reasonably acceptable to the requesting [[Organization B:Organization]] within sixty (60) days from the date of such written request, at least equal to the implied rating of “A” established by the Administrative Agent as of the Renewal Date (the "Implied Rating"). Except as set forth in the next succeeding paragraph or if any change in Law or any change in regulatory guidelines by any Official Body requires an additional External Rating, once the External Rating has been obtained, no [[Organization B:Organization]] may request another External Rating hereunder. If the External Rating is less than the Implied Rating, then the Master Servicer may effect a Ratings Cure (as defined below). The Master Servicer may effect only one such Ratings Cure prior to obtaining an External Rating that is equal to or better than the Implied Rating. A “Ratings Cure” means the satisfaction by the Master Servicer of each of the following conditions: # promptly following receipt of the External Rating, the Master Servicer notifies the Administrative Agent of its intention to effect a Ratings Cure, # the Master Servicer takes, or causes the SPV to take, any actions permitted under this Agreement and the First Tier Agreement that Master Servicer reasonably believes would improve the rating of the facility contemplated by this Agreement and # within thirty (30) days following receipt of the External Rating, obtains a new external rating of the facility contemplated by this Agreement from the rating agency that provided the External Rating (or, with the Administrative Agent's consent, from another nationally-recognized rating agency) and such new rating is at least equal to the Implied Rating.

Distribution Payment Dates and Record Dates. PIK Distributions and Cash Distributions shall be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (each, a “Distribution Payment Date”) commencing on the first Distribution Payment Date following the Issue Date. Each distribution will be payable to Holders of record as they appear in the unit register of the Partnership as of the close of business on the first day of the month, whether or not a Business Day, in which the relevant Distribution Payment Date occurs (each such first day, a “Record Date”). Each period from and including a Distribution Payment Date (or, for the first Distribution Period, the Issue Date) to, but excluding, the following Distribution Payment Date, is herein referred to as a “Distribution Period.”

References will be limited to confirmation of your dates of employment, last position held and, if you authorize, your final rate of pay.

Interest Payment Dates. Interest accrued on each Floating Rate Loan shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, upon any prepayment whether by acceleration or otherwise, and at maturity (whether by acceleration or otherwise). Interest accrued on each Eurocurrency Rate Loan shall be payable on the last day of its applicable Interest Period, on any date on which such Eurocurrency Rate Loan is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurocurrency Rate Loan having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued on the principal balance of all other Obligations shall be payable in arrears # on each Payment Date, commencing on the first such Payment Date following the incurrence of such Obligations, # upon repayment thereof in full or in part and # if not theretofore paid in full, at the time such Obligations become due and payable (whether by acceleration or otherwise).

Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, and at such other times as may be specified herein, provided that # interest accrued pursuant to paragraph # of this Section 3.1 shall be payable on demand, # in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and # in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

Currencies and Dates. Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.

Confirmation of Indebtedness. The Principal and Guaranteed Interest as of the date of this Agreement was equal to the Settlement Amount (the "Indebtedness"), which bears interest from and after the Maturity Date at the rate of twenty percent (20%) per annum until the Company repays the Principal and Guaranteed Interest in full.