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Exhibit
10.3
EXECUTION
COPY
NOTE
February 13,
2008
FOR VALUE RECEIVED, the
undersigned (the “ Borrower ”), hereby promises
to pay to BANK OF AMERICA, N.A. or registered assigns (the
“ Lender ”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of
each Loan from time to time made by the Lender to the Borrower
under that certain Credit Agreement, dated as of February 13,
2008 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “ Agreement
;” the terms defined therein being used herein as therein
defined), among the Borrower, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent and L/C
Issuer.
The Borrower promises to pay
interest on the unpaid principal amount of each Loan from the date
of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Agreement. All
payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent’s
Office. If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the
due date thereof until the date of actual payment (and before as
well as after judgment) computed at the per annum rate set forth in
the Agreement.
This Note is one of the Notes
referred to in the Agreement, is entitled to the benefits thereof
and may be prepaid in whole or in part subject to the terms and
conditions provided therein. This Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral. Upon the
occurrence and continuation of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due
and payable all as provided in the Agreement. Loans made by the
Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The
Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Loans and payments with
respect thereto.
The Borrower, for itself, its
successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF
LAW PROVISION OR RULE THAT WOUL
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