Common use of Notes Clause in Contracts

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline 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 herewith (the “Swingline Note”). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Revolving Loan Commitment of such Lender on the date of issuance thereof (or, if issued after the termination of such Revolving Loan Commitment, in an amount equal to the Exposure of the respective Lender), provided that if, because of fluctuations in exchange rates after the date of issuance thereof, the Revolving Note of any Lender would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the Revolving Loans made by such Lender at any time outstanding, the respective Lender may request (and in such case the Borrower shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the Revolving Loans of such Lender outstanding on the date of the issuance of such new Revolving Note, (iv) with respect to each Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Revolving Loan was made, (v) mature on the Revolving Loan Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 2.08 in respect of the Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (expressed in Dollars) equal to the Maximum Swingline Amount and be payable in Dollars in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event within ten be required to make the notations otherwise described in preceding clause (10) Business Days b). At any time when any Lender requests the delivery of a Note to evidence any such request) of its Loans, the Borrower shall promptly execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) Each Borrower's obligation to pay the principal of and interest on all the Loans made to it by each Bank shall be evidenced: (i) upon written request if A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested (each, an "A Term Note" and, collectively, the "A Term Notes") duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable toU.S. Borrowers, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; A-1 hereto, each with blanks appropriately completed in conformity herewith; (ii) all references to Note or Notes if B Term Loans, by a promissory note (each, a "B Term Note" and, collectively, the "B Term Notes") duly executed and delivered by the U.S. Borrowers, substantially in the Loan Documents shall mean the Note or Notesform of Exhibit A-2 hereto, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; each with blanks appropriately completed in conformity herewith; (iii) upon written request if Acquisition Term Loans, by any Lendera promissory note (each, an "Acquisition Term Note" and, collectively, the "Acquisition Term Notes") duly executed and delivered by the U.S. Borrowers, substantially in any event within ten the form of Exhibit A-3 hereto, each with blanks appropriately completed in conformity herewith; (10iv) Business Days if Revolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the "Revolving Notes") duly executed and delivered by the U.S. Borrowers substantially in the form of any Exhibit B-1 hereto, with blanks appropriately completed in conformity herewith; (v) if U.S. Swingline Loans, by a promissory note (each, a "U.S. Swingline Note" and, collectively, the "U.S. Swingline Notes") duly executed and delivered by the U.S. Borrowers substantially in the form of Exhibit B-2 hereto, with blanks appropriately completed in conformity herewith; (vi) if U.K. Swingline Loans, by a promissory note (each, a "U.K. Swingline Note" and, collectively, the "U.K. Swingline Notes") duly executed and delivered by the U.K. Borrower substantially in the form of Exhibit B-3 hereto, with blanks appropriately completed in conformity herewith; and (vii) if Canadian Swingline Loans, by a promissory note (each, a "Canadian Swingline Note" and, collectively, the "Canadian Swingline Notes") duly executed and delivered by each Canadian Borrower substantially in the form of Exhibit B-4 hereto, with blanks appropriately completed in conformity herewith. (b) The A Term Note of the U.S. Borrowers issued to each Bank with an A Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such requestBank and be dated the Effective Date, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and iii) be in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the A Term Loan Commitment of such new Notes shall not exceed Bank and be payable in Dollars in the aggregate principal amount of the Notes outstanding at the time such request is made; and providedA Term Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature, with respect to each Loan evidenced thereby, on the Final A Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Reserve Adjusted Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby and (vii) be entitled to the benefits of any Notes this Agreement and the ownership thereof, Borrower shall, upon the written request other applicable Credit Documents. (c) The B Term Note of the holder U.S. Borrowers issued to each Bank with a B Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such NotesBank and be dated the Effective Date, execute (iii) be in a stated principal amount equal to the B Term Loan Commitment of such Bank and deliver be payable in replacement thereof new Notes Dollars in the same formaggregate principal amount of the B Term Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final B Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the same original appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (d) The Acquisition Term Note of the U.S. Borrowers issued to each Bank with an Acquisition Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such Bank and be dated the Closing Date, (iii) be in a stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the Acquisition Term Loan evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final Acquisition Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (e) The Revolving Note of the U.S. Borrowers issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable in Dollars to the order of such Bank and be dated the same date Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the Revolving Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Revolving Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the Notes so mutilatedcase may be, destroyed, lost or stolen; evidenced thereby and such Notes so mutilated, destroyed, lost or stolen shall then (vii) be deemed no longer outstanding hereunder. If entitled to the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery benefits of this Agreement and the other applicable Credit Documents. (f) The U.S. Swingline Note of the replacement NotesU.S. Borrowers issued to each U.S. Swingline Bank shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such U.S. Swingline Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the U.S. Swingline Loan Commitment of such Bank and be payable in Dollars in the principal amount of the outstanding U.S. Swingline Loans evidenced thereby, (iv) mature, with respect to each U.S. Swin- gline Loan evidenced thereby, on the Swingline Expiry Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents.

Notes. Borrower agrees that: (i) upon written request by any Lender to On the Closing Date, Borrower for shall execute a promissory note or in favor of Agent, for the benefit of Lenders, in the form attached hereto as Exhibit E, and, from time to time, shall execute such other evidence of indebtedness is as reasonably requested by Agent for the benefit of all or any Lender to evidence solely for the purpose of evidencing the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit DLenders; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon Agent’s written request by any Lenderrequest, and in any event within ten (10) Business Days of any such request, at no expense to Borrower, Borrower shall execute and deliver to such Lender Agent new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, at no expense to Borrower, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery Agent’s receipt of the replacement Notes; and if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in writing reasonably acceptable to Borrower to save them harmless in respect of such replaced Note.

Notes. (a) Subject to the provisions of Section 1.05(f), the U.S. Borrower’s (in the case of Tranche B Term Loans and U.S. Borrower agrees that: Incremental Term Loans) and the Bermuda Borrower’s (in the case of Tranche C Term Loans and Bermuda Borrower Incremental Term Loans) obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced (i) upon written request in the case of Tranche B Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, U.S. Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a “Tranche B Term Note” and, collectively, the “Tranche B Term Notes”), (ii) all references to Note or Notes in the case of Tranche C Term Loans, by a promissory note duly executed and delivered by the Bermuda Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Tranche C Term Note” and, collectively, the “Tranche C Term Notes”) and (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the applicable Incremental Term Loan Documents Borrower for such Tranche 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”). (b) The Tranche B Term Note issued to each Lender with a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall mean (i) be executed by the U.S. Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Restatement Effective Date (or, in the case of any Tranche B Term Note or Notesissued after the Restatement Effective Date, if anythe date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the extent Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date before giving effect to any reductions thereto on such date (or, in the case of any Tranche B Term Note issued after the Restatement Effective Date, in a stated principal amount (expressed in Dollars) equal to the outstanding principal amount of the Tranche B Term Loan of such Lender on the date of the issuance thereof) and not returned to Borrower for cancellationbe payable (in Dollars) hereunder, as in the same may be amended, modified, divided, supplemented and/or restated principal amount of the Tranche B Term Loan evidenced thereby from time to time;, (iv) mature on the Tranche B/C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clauses 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 repayment 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) The Tranche C Term Note issued to each Lender with a Tranche C Term Loan Commitment or outstanding Tranche C Term Loans shall (i) be executed by the Bermuda Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Restatement Effective Date (or, in the case of any Tranche C Term Note issued after the Restatement Effective Date, the date of issuance thereof), (iii) upon written request by any Lender, and be in any event within ten a stated principal amount (10expressed in Dollars) Business Days equal to the sum of any such request, Borrower shall execute and deliver to the Tranche C Term Loan Commitment of such Lender new Notes on the Restatement Effective Date (before giving effect to any reductions thereto on substantially the same terms and in substantially the same formsuch date) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed plus the aggregate principal amount of the Notes Converted Tranche B Term Loan (if any) of such Lender on the Restatement Effective Date (or, in the case of any Tranche C Term Note issued after the Restatement Effective Date, in a stated principal amount (expressed in Dollars) equal to the outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt principal amount of the replacement Notes; and Tranche C Term Loan of such Lender on the date of the issuance thereof) and be payable (in Dollars) in the principal amount of the Tranche C Term Loan evidenced thereby from time to time, (iv) upon receipt mature on the Tranche B/C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss evidenced thereby, (vi) be subject to voluntary repayment 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. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or theft outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Incremental Term Loan Borrower for such Tranche, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount (expressed in Dollars) equal to the Incremental Term Loan Commitment of such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement (prior to the incurrence of any Notes Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount (expressed in Dollars) equal to the sum of the then remaining amount of the Incremental Term Loan Commitment of such Lender plus the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable (in Dollars) in the principal amount of the Incremental Term Loans evidenced thereby from time to time, (iv) mature on the respective Incremental Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of 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 (vi) be entitled to the benefits of this Agreement and the ownership thereofother Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect either Borrower’s obligations in respect of any Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Borrower shall, upon Notes shall only be delivered to Lenders that at any time specifically request the written request of the holder delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to either Borrower shall affect or in any manner impair the obligations of the respective Borrower to pay the 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 Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations or endorsements otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the relevant Borrower shall promptly execute and deliver in replacement thereof new to the respective Lender the requested Note or Notes in the same form, in the same original principal appropriate amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and amounts to evidence such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. (a) At the request of any Lender, the U.S. Borrower’s (in the case of Tranche B-2 Term Loans and U.S. Borrower agrees that: Incremental Term Loans) or the Bermuda Borrower’s (in the case of Tranche C-2 Term Loans and Bermuda Borrower Incremental Term Loans) obligation to pay the principal of, and interest on, the Loans made by such Lender shall be evidenced (i) upon written request in the case of Tranche B-2 Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, U.S. Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a “Tranche B-2 Term Note” and, collectively, the “Tranche B-2 Term Notes”), (ii) all references to Note or Notes in the Loan Documents shall mean case of Tranche C-2 Term Loans, by a promissory note duly executed and delivered by the Note or Bermuda Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Tranche C-2 Term Note” and, collectively, the “Tranche C-2 Term Notes, if any, to the extent issued (”) and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the applicable Incremental Term Loan Borrower for such Tranche 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”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof. Failure to make any Lender, and such notation or any error in any event within ten (10) Business Days such notation shall not affect either Borrower’s obligations in respect of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of an Term B-1 Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term B-1 Note” and, collectively, the “Term B-1 Notes”), and (ii) in the case of a Term B-2 Loan, 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 herewith (each, a “Term B-2 Note” and, collectively, the “Term B-2 Notes”). (b) The Term B-1 Note issued to each requesting Lender with outstanding Term B-1 Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term B-1 Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Term B-1 Loans of such Lender at such time) and be payable in the outstanding principal amount of Term B-1 Loans evidenced thereby, (iv) mature on the Maturity Date for Term B-1 Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Term B-2 Note issued to each requesting Lender with outstanding Term B-2 Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term B-2 Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Term B-2 Loans of such Lender at such time) and be payable in the outstanding principal amount of Term B-2 Loans evidenced thereby, (iv) mature on the Maturity Date for Term B-2 Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan under each Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans of the applicable Tranche evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower 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 Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans under any applicable Tranche, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount Term Loans of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesTranche.

Notes. Borrower agrees that: (ia) upon written request Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of US Revolving Loans, by a promissory note duly executed and delivered by each US Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “US Revolving Note” and, collectively, the “US Revolving Notes”), (ii) in the case of US Swingline Loans, by a promissory note duly executed and delivered by each US Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “US Swingline Note” and, collectively, the “US Swingline Notes”), (iii) in the case of UK Revolving Loans, by a promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, a “UK Revolving Note” and, collectively, the “UK Revolving Notes”), (iv) in the case of UK Swingline Loans, by a promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, a “UK Swingline Note” and collectively, the “UK Swingline Notes”) and (v) in the case of Canadian Revolving Loans, by a promissory note duly executed and delivered by each Canadian Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, a “Canadian Revolving Note” and, collectively, the “Canadian Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request, obtain, maintain or produce a Note evidencing its Loans to any Borrower shall affect, or in any manner impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such 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 any Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) At the request of any Bank, the Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by such Bank shall be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"), and (ii) all references to Note or Notes if Revolving Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) A Term Note issued to any Bank that has a Term Loan Documents Commitment or outstanding Term Loans shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the initial Term Loan Commitment of such Bank and not returned to Borrower for cancellationbe payable in the principal amount of Term Loans evidenced thereby, (iv) hereundermature on the Term Loan 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 same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02, dividedand (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) A Revolving Note issued to any Bank that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, supplemented and/or restated from time (ii) be payable to time; the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the Revolving Loan Commitment of such new Notes shall not exceed Bank (or if issued after the aggregate termination thereof, in an amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft 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. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes and (to the ownership thereofextent it has such Notes), Borrower shall, upon endorse on the written request reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 14.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of B-1 Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “B-1 Term Note” and, collectively, the “B-1 Term Notes”), (ii) in the case of B-2 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 herewith (each, a “B-2 Term Note” and, collectively, the “B-2 Term Notes”), (iii) in the case of Revolving 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, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iv) in the case of Swingline 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 (the “Swingline Note”). On and after the B-1 Conversion Date, each Lender which has had an increase in outstanding B-1 Term Loans as a result of the B-1 Conversion shall be entitled to receive a new B-1 Term Note evidencing all its then outstanding B-1 Term Loans; provided that if a B-1 Term Note or B-2 Term Note has previously been issued to such Lender, such Lender shall surrender such Note or Notes to the Borrower or provide it with a customary lost note indemnity. (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of U.S. Borrower Revolving Loans, by a promissory note duly executed and delivered by each U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “U.S. Borrower Revolving Note” and, collectively, the “U.S. Borrower Revolving Notes”), (ii) in the case of Canadian Borrower Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Canadian Borrower Revolving Note”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each U.S. Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “U.S. Borrower Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request, obtain, maintain or produce a Note evidencing its Loans to any Borrower shall promptly affect, or in any manner impair, the obligations of any applicable Borrower to pay the Loans (and all related Obligations) incurred by such 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 any Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event within ten be required to make the notations otherwise described in preceding clause (10) Business Days b). At any time when any Lender requests the delivery of a Note to evidence any such request) of its Loans, the applicable Borrower or Borrowers shall promptly execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced (i) upon written request if A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, an "A Term Note" and, collectively, the "A Term Notes"), (ii) all references to Note or Notes if B Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "B Term Note" and, collectively, the "B Term Notes"), (iii) if C 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, a "C Term Note" and, collectively, the "C Term Notes"), (iv) if Acquisition 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 "Acquisition Note" and collectively, the "Acquisition Notes"), (v) if A Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an "A Revolving Note" and, collectively, the "A Revolving Notes") and (vi) if B Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-6, with blanks appropriately completed in conformity herewith (each, a "B Revolving Note" and, collectively, the "B Revolving Notes"). (b) The A Term Note issued to each Bank shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the principal amount of the A Term Loans continued by such Bank on the Third Restatement Effective Date (or, in the case of any A Term Note issued (after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the A Term Loans of such Bank on the date of the issuance thereof) and not returned to Borrower for cancellation) hereunder, as be payable in the same may be amended, modified, divided, supplemented and/or restated principal amount of A Term Loans evidenced thereby from time to time;, (iv) mature on the A Term Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount of such new Notes shall not exceed equal to the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced B Term Loans continued by such new Notes and returned Bank on the Third Restatement Effective Date (or, in the case of any B Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to Borrower within ten (10) days after Agent’s receipt the outstanding principal amount of the replacement Notes; and B Term Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of B Term Loans evidenced thereby from time to time, (iv) upon receipt mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of any Notes this Agreement and the ownership thereofGuaranties and be secured by the Security Documents. (d) The C Term Note issued to each Bank shall (i) be executed by the Borrower, Borrower shall, upon (ii) be payable to the written request of the holder order of such NotesBank or its registered assigns and be dated the Third Restatement Effective Date, execute and deliver (iii) be in replacement thereof new Notes in a stated principal amount equal to the same formC Term Loan Commitment of such Bank on the Third Restatement Effective Date (or, in the same original case of any C Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the C Term Loan of such Bank on the date of the issuance thereof) and be payable in the principal amount of C Term Loans evidenced thereby from time to time, (iv) mature on the C Term Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (e) The Acquisition Note issued to each Bank with an Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the same Third Restatement Effective Date, (iii) be in a stated principal amount equal to the Acquisition Loan Commitment of such Bank (or, in the case of any Acquisition Note issued after the Acquisition Loan Termination Date, in a stated principal amount equal to the outstanding principal amount of the Acquisition Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of the Acquisition Loans evidenced thereby, (iv) mature on the Acquisition Loan 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 Notes so mutilatedcase may be, destroyedevidenced thereby, lost (vi) be subject to voluntary repayment 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 Guaranties and be secured by the Security Documents. (f) The A Revolving Note issued to each Bank with an A Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or stolen; its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the A Revolving Loan Commitment of such Notes so mutilated, destroyed, lost or stolen shall then Bank and be deemed no longer outstanding hereunder. If payable in the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery principal amount of the replacement NotesA Revolving Loans evidenced thereby, (iv) mature on the A Revolving Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (g) The B Revolving Note issued to each Bank with a B Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the B Revolving Loan Commitment of such Bank and be payable in the principal amount of the B Revolving Loans evidenced thereby, (iv) mature on the B Revolving Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (h) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the making of an incorrect notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that: (i) , upon written the request to the Administrative Agent by any Lender made on or prior to Borrower for a promissory note the Effective Date or other evidence of indebtedness is requested by Agent for the benefit of all or in connection with any Lender assignment pursuant to subsection 10.6(b), in order to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender’s Loan, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) will execute and deliver to such Lender an appropriate a promissory note or notes substantially in the form attached hereto as of Exhibit D; (ii) all references to Note ▇-▇, ▇-▇ or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunderA-3, as the same may be applicable (each, as amended, modifiedsupplemented, divided, supplemented and/or restated replaced or otherwise modified from time to time; (iii) upon written request by any Lender, a “Note”), with appropriate insertions therein as to payee, date and in any event within ten (10) Business Days of any such requestprincipal amount, Borrower shall execute and deliver payable to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a principal amount of such new Notes shall not exceed equal to the aggregate unpaid principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are applicable Loans made (or acquired by assignment pursuant to be replaced shall then be deemed no longer outstanding hereunder and replaced subsection 10.6(b)) by such new Notes Lender to the Borrower. Each Note shall be payable as provided in subsection 2.2(b) (in the case of Initial Term Loans) or be stated to mature on the applicable Maturity Date (in the case of Revolving Loans) and returned provide for the payment of interest in accordance with subsection 3.1. (b) The aggregate Initial Term Loans of all Lenders shall be payable in consecutive quarterly installments beginning December 31, 2018 up to Borrower within ten and including the Initial Term Loan Maturity Date (10subject to reduction as provided in subsection 3.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) days after Agent’s receipt opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 0.25% of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower aggregate initial principal amount of the mutilation, destruction, loss or theft Initial Term Loans on the Effective Date Initial Term Loan Maturity Date All unpaid aggregate principal amounts of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.Initial Term Loans

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or The Loans to be made by such Lender, Lenders to Borrower hereunder shall promptly be evidenced by promissory notes of Borrower. Each Note shall: (and a) be in any event within ten the amount of the applicable aggregate Commitments of the applicable Lender Group; (10b) Business Days be payable to the order of any such request) execute and deliver to the Managing Agent for such Lender an appropriate promissory note or notes substantially Group; (c) bear interest in accordance with the provisions hereof; (d) be in the form of Exhibit B-1 attached hereto as Exhibit D; (iiwith blanks appropriately completed in conformity herewith); and (e) all references be made by the Borrower. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a Qualified Borrower Promissory Note or Notes of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall: (a) be in the Loan Documents shall mean amount of the Note or Notes, if any, applicable aggregate Loans of the applicable Lender Group to be advanced to such Qualified Borrower; (b) be payable to the extent issued order of the Managing Agent for such Lender Group; (c) bear interest in accordance with the provisions hereof; (d) be in the form of Exhibit B-2 attached hereto (with blanks appropriately completed in conformity herewith); and not returned to (e) be duly executed by such Qualified Borrower. Each Borrower for cancellation) hereunderParty agrees, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) , upon written the request by of Administrative Agent or any Lenderapplicable Managing Agent, and to reissue new Notes, in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially accordance with the same terms and in substantially the same formform heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 14.12(b) and/or divide hereof, in renewal of and substitution for the Note previously issued by such Borrower Party to the Managing Agent for the affected Lender Group, and such previously issued Notes in exchange for then existing Notes in shall be returned to the applicable Borrower Party marked “cancelled”. Each Managing Agent shall, and is hereby authorized to, make a notation on the schedule attached to the Note of the date and the amount of each Loan and the date and amount of each payment of principal thereon, and prior to any transfer of the Note, such smaller amounts or denominations as Managing Agent shall specify in its sole discretion; provided, that endorse the aggregate principal amount of such new Notes shall not exceed the aggregate outstanding principal amount of the Notes outstanding at Note on the time such request is madeschedule attached thereto; and provided, furtherhowever, that failure to make such Notes that are notation shall not limit or otherwise affect the obligations of any Borrower Party hereunder or under such Note to be replaced shall then be deemed no longer outstanding hereunder and replaced pay when due the aggregate unpaid principal amount of Obligations owing to the applicable Lender Group by such new Notes Borrower Party under this Credit Agreement, and returned to Borrower within ten pay interest on the aggregate unpaid principal amount of Obligations (10as so adjusted) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory and to Borrower of the mutilation, destruction, loss pay any other amount owing hereunder or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same formthereunder, in the same original principal amount and dated the same date each case as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesprovided herein.

Notes. Borrower agrees that: (ia) upon written request The Revolving Loans shall be evidenced by any Lender to Borrower for a amended and restated promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in of Exhibits A- 1, A-2 and A-3 here▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇o the Loan Documents shall mean order of a Lender, dated the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lenderdate of this Agreement, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Lender's Revolving Commitment (the "Revolving Notes"). (b) The Operating Loans shall be evidenced by amended and restated promissory notes in the form of Exhibits B- 1, B-2 and B-3 hereto, each payable to the order of a Lender, dated the date of this Agreement, and in the principal amount of such Lender's Operating Commitment (the "Operating Notes"). (c) The Long-term Acquisition Loans shall be evidenced by amended and restated promissory notes in the form of Exhibits C-1 and C-2 hereto, payable to the order of Seafirst and U.S. Bank, respectively, dated the date of this Agreement, and in the principal amount of each such Lender's Long-term Acquisition Commitment (the "Long-term Acquisition Notes"). (d) The Short-term Acquisition Loans shall be evidenced by amended and restated promissory notes in the form of Exhibits D-1 and D-2 hereto, payable to the order of Seafirst and U.S. Bank, respectively, dated the date of this Agreement and in the principal amount of each such Lender's Short-term Acquisition Commitment (the "Short-term Acquisition Notes"). (e) The Overnight Loans shall be evidenced by an amended and restated promissory note in the form of Exhibit E hereto, payable to the order of U.S. Bank, dated the date of this Agreement and in the principal amount of U.S. Bank's Overnight Commitment (the "Overnight Note"). Each Lender shall record in its records, or at its option on a schedule attached to its Note, the date and amount of each Loan, the interest rate applicable to such Loan and, in the case of LIBOR Loans, the Applicable Interest Period. The aggregate unpaid principal amount so recorded shall be presumptive evidence of the principal amount owing and unpaid on the Note. The failure to so record any such amount or error in so recording such amount shall not, however, limit or otherwise affect the obligations of Borrower hereunder or under the Notes shall not exceed to repay the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans together with all interest accruing thereon.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a “Revolving Note” and, collectively, the “Revolving Notes”) and (ii) in the case of a Swingline Loan, 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 herewith (each a “Swingline Note” and, collectively, the “Swingline Notes”). (b) The Revolving Note issued to each requesting Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the respective Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and/or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the requesting Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to, voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. (a) Borrower agrees that: (i) that upon written request notice by any Lender Agent to Borrower for that a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender Lenders to evidence the Loan and other Obligations owing or payable to, or to be made by such Lenderby, Lenders, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate Agent a promissory note or notes substantially in favor of Agent, for the benefit of Lenders, in the form attached hereto as Exhibit D;C. (iib) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon Upon Agent’s written request by any Lenderrequest, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender Agent new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (ivc) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery Agent’s receipt of the replacement Notes; and if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in writing reasonably acceptable to Borrower to save them harmless in respect of such replaced Note.

Notes. (a) The Borrower agrees that: (i) , upon written the request to the Administrative Agent by any Lender made on or prior to Borrower for a promissory note the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans), the Eighth Amendment Closing Date (in the case of requests relating to the Tranche G Term Loans), the Tenth Amendment Closing Date (in the case of requests relating to the Tranche H Term Loans) or other evidence of indebtedness is requested by Agent for the benefit of all or in connection with any Lender assignment pursuant to Section 11.6(b), in order to evidence such ▇▇▇▇▇▇’s Loan, the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) will execute and deliver to such Lender an appropriate a promissory note or notes substantially in the form attached hereto as of Exhibit D; A (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereundereach, as the same may be amended, modifiedsupplemented, divided, supplemented and/or restated replaced or otherwise modified from time to time; , a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) upon written request by any Lenderin respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date, (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date, (ix) in respect of Tranche G Term Loans shall be dated the Eighth Amendment Closing Date and (x) in respect of Tranche H Term Loans shall be dated the Tenth Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any event within ten Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (10b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Days of any such requestDay, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms immediately preceding Business Day) and in substantially the same formprincipal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) and/or divide opposite the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; providedapplicable installment dates (or, that if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such new Notes shall not exceed Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Notes outstanding at Tranche C Term Loans shall be repaid in full on the time Tranche C Term Loan Maturity Date (or, if such request day is made; and providednot a Business Day, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten on the immediately preceding Business Day). (10e) days after Agent’s receipt The unpaid aggregate principal amount of the replacement Notes; andTranche D Term Loans shall be repaid in full on the Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (ivf) upon receipt of evidence reasonably satisfactory to Borrower The unpaid aggregate principal amount of the mutilationTranche E Term Loans shall be repaid in full on the Tranche E Term Loan Maturity Date (or, destructionif such day is not a Business Day, loss or theft of any Notes and on the ownership thereof, Borrower shall, upon the written request immediately preceding Business Day). (g) The unpaid aggregate principal amount of the holder of Tranche F Term Loans shall be repaid in full on the Tranche F Term Loan Maturity Date (or, if such Notesday is not a Business Day, execute and deliver in replacement thereof new Notes in on the same form, in the same original immediately preceding Business Day). (h) The unpaid aggregate principal amount and dated of the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they Tranche G Term Loans shall be surrendered to Borrower after delivery repaid in full on the Tranche G Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (i) The unpaid aggregate principal amount of the replacement NotesTranche H Term Loans shall be repaid in full on the Tranche H Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day).

Notes. Borrower agrees that: Concurrent with the Effective Time (i) upon written request and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the G-P 8.875% Notes tendered by the holders thereof pursuant to the G-P 8.875% Notes Tender Offer and, if any Lender to Borrower for a promissory note G-P 8.875% Notes have not been tendered in the G-P 8.875% Notes Tender Offer or other evidence of indebtedness is have been withdrawn from the G-P 8.875% Notes Tender Offer, if requested by Agent for Purchaser, the benefit Company shall have delivered a redemption notice to the holders of the G-P 8.875% Notes and the trustee under the G-P 8.875% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all or any Lender action required to evidence satisfy and discharge such indenture as of the Loan Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other Obligations owing or payable todocuments required to effect such redemption, or to be made by such Lender, Borrower shall promptly satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the G-P 7 3/8% Notes tendered by the holders thereof pursuant to the G-P 7 3/8% Notes Tender Offer and, if any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially G-P 7 3/8% Notes have not been tendered in the form attached hereto G-P 7 3/8% Notes Tender Offer or have been withdrawn from the G-P 7 3/8% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the G-P 7 3/8% Notes and the trustee under the G-P 7 3/8% Notes Indenture concurrent with the Effective Time as Exhibit D; contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (ii) and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all references of the G-P 9.375% Notes tendered by the holders thereof pursuant to Note or the G-P 9.375% Notes Tender Offer and, if any G-P 9.375% Notes have not been tendered in the Loan Documents shall mean G-P 9.375% Notes Tender Offer or have been withdrawn from the Note or NotesG-P 9.375% Notes Tender Offer, if anyrequested by Purchaser, the Company shall have delivered a redemption notice to the holders of the G-P 9.375% Notes and the trustee under the G-P 9.375% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the G-P 8% Notes tendered by the holders thereof pursuant to the G-P 8% Notes Tender Offer and, if any G-P 8% Notes have not been tendered in the G-P 8% Notes Tender Offer or have been withdrawn from the G-P 8% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the G-P 8% Notes and the trustee under the G-P 8% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the Fort ▇▇▇▇▇ 6 7/8% Notes tendered by the holders thereof pursuant to the Fort ▇▇▇▇▇ 6 7/8% Notes Tender Offer and, if any Fort ▇▇▇▇▇ 6 7/8% Notes have not been tendered in the Fort ▇▇▇▇▇ 6 7/8% Notes Tender Offer or have been withdrawn from the Fort ▇▇▇▇▇ 6 7/8% Notes Tender Offer, if requested by Purchaser, Fort ▇▇▇▇▇ shall have delivered a redemption notice to the holders of the Fort ▇▇▇▇▇ 6 7/8% Notes and the trustee under the Fort ▇▇▇▇▇ Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d), to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretionpermitted thereunder; provided, that the aggregate principal amount of such new Notes this shall not exceed the aggregate principal amount be a condition to consummation of the Notes outstanding at Merger unless Purchaser has provided the time such request is made; and provided, further, that such Notes that are funds to be replaced shall then be deemed no longer outstanding hereunder and replaced implement the redemption thereof concurrently with the delivery by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt the Company of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory redemption notice and all certificates, opinions and other documents required to Borrower effect such redemption. If requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the mutilation, destruction, loss or theft of any outstanding G-P 7.500% Notes and the ownership thereof, Borrower shall, upon trustee under the written request G-P 7.500% Indenture as contemplated by Section 6.1(d) and deposited the redemption price therefor with the trustee under the G-P 7.500% Indenture pursuant to Section 1105 of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same formG-P 7.500% Indenture, in each case as of or concurrent with the same original principal amount and dated the same date as the Notes so mutilatedEffective Time; provided, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen that this shall then not be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered a condition to Borrower after delivery consummation of the replacement NotesMerger unless Purchaser has provided the funds to make such deposit with the trustee concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the Fort ▇▇▇▇▇ 9 1/4% Notes and Fort ▇▇▇▇▇ 7 3/4% Notes tendered by the holders thereof pursuant to the Fort ▇▇▇▇▇ 9 1/4% Notes Tender Offer and the Fort ▇▇▇▇▇ 7 3/4% Notes Tender Offer, respectively.

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, The Borrower shall execute and deliver to such Lender new Notes the Agent on the Effective Date the following promissory notes: (on i) a promissory note substantially in the same terms and form of Exhibit B-1 in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (such new Notes shall not exceed note, including any replacement note therefor issued in accordance with the aggregate provisions of this Section 2.3(d), the "Tranche A Note"); (ii) a promissory note substantially in the form of Exhibit B-2 in the principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt Tranche B-1 of the Loan outstanding on the date hereof owing to the Tranche B-1 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement Notesnote therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-1 Note"); (iii) a promissory note substantially in the form of Exhibit B-3 in the principal amount of Tranche B-2 of the Loan outstanding on the date hereof owing to the Tranche B-2 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-2 Note"); (iv) a promissory note substantially in the form of Exhibit B-4 in the principal amount of Tranche B-3 of the Loan outstanding on the date hereof owing to the Tranche B-3 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-3 Note"); and (ivv) upon receipt a promissory note substantially in the form of Exhibit B-5 in the principal amount of Tranche B-4 of the Loan outstanding on the date hereof owing to the Tranche B-4 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-4 Note," and collectively with the Tranche A Note, Tranche B-1 Note, Tranche B-2 Note and Tranche B-3 Note, the "Notes"). Each Note shall be made payable to the Agent at the office of the Agent; provided that at the request of any Lender, the Borrower shall execute and deliver a Note (or replacement thereof) payable directly to such Lender in the amount of its interest in the Loan. If a Note is mutilated, lost, stolen or destroyed, the Borrower shall issue a new Note of the same Tranche in the same principal amount and having the same interest rate, date and maturity as the Note so mutilated, lost, stolen or destroyed endorsed to indicate all payments thereon. In the case of any lost, stolen or destroyed Note, there shall first be furnished to the Borrower and the Board an instrument of indemnity from the Agent (or Lender, as applicable) and evidence of such loss, theft or destruction reasonably satisfactory to each of them. Upon the execution and delivery by the Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute the promissory notes executed and deliver in replacement thereof new Notes in delivered by the same form, in Borrower under the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they Original Loan Agreement shall be surrendered null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower after delivery of the replacement Notesfor cancellation.

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, The Borrower shall execute and deliver to such Lender new Notes the Agent on the Effective Date (on i) a promissory note substantially in the same terms and form of Exhibit B-1 in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (such new Notes shall not exceed note, including any replacement note therefor issued in accordance with the aggregate provisions of this Section 2.3(d), the "Tranche A Note"), and (ii) promissory notes substantially in the form of Exhibit B-2 in the principal amount of Tranche B of the Loan outstanding on the date hereof owing to each Tranche B Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B Note" and the Tranche B Notes outstanding collectively, together with the Tranche A Note, the "Notes"). Each Note shall be made payable to the Agent at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt office of the replacement NotesAgent; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of provided that at the mutilation, destruction, loss or theft request of any Notes and Lender, the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, shall execute and deliver in a Note (or replacement thereof new Notes thereof) payable directly to such Lender in the amount of its interest in the Loan. If a Note is mutilated, lost, stolen or destroyed, the Borrower shall issue a new Note of the same formtranche, in the same original principal amount and dated having the same interest rate, date and maturity as the Notes Note so mutilated, destroyedlost, lost stolen or stolen; destroyed endorsed to indicate all payments thereon. In the case of any lost, stolen or destroyed Note, there shall first be furnished to the Borrower and the Board an instrument of indemnity from the Agent (or Lender, as applicable) and evidence of such Notes so mutilatedloss, destroyedtheft or destruction reasonably satisfactory to each of them. Upon the execution and delivery by the Borrower of the Notes, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be surrendered null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower after delivery of the replacement Notesfor cancellation.

Notes. Borrower agrees that: Each Tranche A-1 Loan shall be evidenced by a Tranche A-1 Note (iwhich qualifies as a ▇▇▇▇▇▇ under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (ii) upon written request each Tranche A-2 Loan shall be evidenced by any a Tranche A-2 Note (which qualifies as a ▇▇▇▇▇▇ under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (iii) each Tranche B-1 Loan shall be evidenced by a Tranche B-1 Note, executed by Ultimate Holdings as issuer; (iv) each Tranche B-2 Loan shall be evidenced by a Tranche B-2 Note, executed by Ultimate Holdings as issuer; (v) each Tranche C Loan shall be evidenced by a Tranche C Note, executed by Ultimate Holdings as issuer; (vi) each Tranche D Loan shall be evidenced by a Tranche D Note, executed by Ultimate Holdings as issuer; and (vii) each Tranche E Loan shall be evidenced by a Tranche E Note, executed by Ultimate Holdings as issuer. The Notes shall be delivered to each Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of such Lender on or before the Closing Date (or with respect to Tranche E Notes, on or before the Amendment No. 1 Effective Date), appropriately completed. Each Loan and interest thereon shall at all times (including after assignment pursuant to Section 15.6) be represented by one or more Notes in such form payable to the payee named therein. Each Lender shall be entitled to have its Notes substituted, exchanged or subdivided for Notes of lesser denominations in connection with a permitted assignment of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by portion of such Lender’s Loans and Notes pursuant to Section 15.6. In case of theft, Borrower partial or complete destruction or mutilation of any Note, the relevant Lender shall be entitled to request to the Borrowers, and the Borrowers shall promptly (and but in any event within ten (10) Business Days days of any such requestnotice) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Noteslieu thereof a new Note, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilatedlost, destroyedstolen, lost destructed or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesmutilated Note.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligations to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Initial Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each an “Initial Term Note” and, collectively, the “Initial Term Notes”), (ii) in the case of Revolving 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 herewith (each a “Revolving Note” and, collectively, the “Revolving Notes”), (iii) in the case of Swingline 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 (the “Swingline Note”), and (iv) 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-4, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall promptly affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event within ten be required to make the notations otherwise described in preceding clause (10b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) Business Days of any such request) promptly execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (i) upon written Any Lender may request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for that the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or Loans to be made by such Lender to the Borrower Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of the Maximum Commitment or (ii) if payable to a Lender, Borrower shall promptly be in the amount of aggregate Commitments of the applicable Lender; (and b) (i) except as provided in any event within ten the penultimate sentence of this Section 3.01, be payable to Administrative Agent for the account of the Lenders or their registered assigns at the principal office of Administrative Agent or (10ii) Business Days of any if requested at such request) execute and deliver times as there is only one Lender, such Lender or such other administrator or trustee for such Lender as such Lender may designate (or, if requested by such Lender, to such Lender an appropriate promissory note or notes and its registered assigns); (c) bear interest in accordance with Section 2.05; (d) be substantially in the form of Exhibit A attached hereto as Exhibit D; (with blanks appropriately completed in conformity herewith); and (e) be made by the appropriate Borrower Party. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the amount of the Loans to be advanced to such Qualified Borrower; (B)(i) be payable to Administrative Agent for the account of the Lenders or their registered assigns, at the principal office of Administrative Agent or (ii) all references if requested at such times as there is only one Lender, such Lender or such other administrator or trustee for such Lender as such Lender may designate in writing (or, if requested by such Lender in writing, to Note or Notes such Lender and its registered assigns); (C) bear interest in accordance with Section 2.05; (D) be substantially in the Loan Documents shall mean the Note or Notesform of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith); and (E) be duly executed by such Qualified Borrower. Each Borrower Party agrees, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; , upon the request of Administrative Agent, to reissue new Notes to Administrative Agent (iiior such Lender in accordance with the next sentence and Section 12.11) in substitution for the Note previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon written the request by of any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to issue a separate Note to such Lender new Notes (on substantially in the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of that Lender’s Commitments and, if necessary, issue a replacement Note to Administrative Agent and each applicable Lender, such new that all Notes shall not exceed then outstanding collectively provide for the aggregate principal amount Maximum Commitment. Any issuance of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are a Note to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they a Lender shall be surrendered pursuant to Borrower after delivery of the replacement Notesthis Section 3.01.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced (i) upon written request if A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, an "A Term Note" and, collectively, the "A Term Notes"), (ii) all references to Note or Notes if B Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents shall mean form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "B Term Note" and, collectively, the Note or "B Term Notes"), if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request if Acquisition Loans, by any Lendera promissory note duly executed and delivered by the Borrower substantially in the from of Exhibit B-3, with blanks appropriately completed in conformity herewith (each an "Acquisition Note" and collectively, the "Acquisition Notes"), and (iv) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in any event within ten the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (10each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) Business Days The A Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of any such requestBank or its registered assigns and be dated the Restatement Effective Date, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and iii) be in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the A Term Loan Commitment of such new Notes shall not exceed Bank on the aggregate Restatement Effective Date and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedA Term Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss evidenced thereby, (vi) be subject to voluntary repayment 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 Guaranties and be secured by the Security Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or theft its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the B Term Loan made by such Bank on the Restatement Effective Date and be payable in the principal amount of the B Term Loan evidenced thereby, (iv) mature on the B Term Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (d) The Acquisition Note issued to each Bank with an Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Acquisition Loan Commitment of such Bank and be payable in the principal amount of the Acquisition Loans evidenced thereby, (iv) mature on the Acquisition Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (e) The Revolving Note issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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 repayment 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 Guaranties and be secured by the Security Documents. (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes and endorse on the ownership thereof, Borrower shall, upon reverse side thereof the written request outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the holder making of an incorrect notation shall not affect the Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (i) upon written Any Lender may request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for that the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or Loans to be made by such Lender to the Borrower Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of the Maximum Commitment or (ii) if payable to a Lender, Borrower shall promptly be in the amount of aggregate Commitments of such Lender; (and b) (i) except as provided in any event within ten the penultimate sentence of this Section 3.01, be payable to the Administrative Agent for the account of the Lenders or their registered assigns at the Administrative Agent’s Office or (10ii) Business Days of any if requested at such requesttimes as there is only one (1) execute and deliver to Lender, such Lender an appropriate promissory note or notes Lender; (c) be substantially in the form attached of Exhibit A hereto as Exhibit D; (with blanks appropriately completed in conformity herewith); and (d) be made by the appropriate Borrower Party. The Loans to be made by the Lenders to the Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the amount of the Loans to be advanced to such Qualified Borrower; (B)(i) be payable to the order of the Administrative Agent for the account of the Lenders or their registered assigns, at the Administrative Agent’s Office or (ii) all references to Note or Notes if requested (at such times as there is only one (1) Lender), such Lender; (C) bear interest in accordance with Section 2.05; (D) be substantially in the Loan Documents shall mean the Note or Notesform of Exhibit C hereto (with blanks appropriately completed in conformity herewith); and (E) be duly executed by such Qualified Borrower. Each Borrower Party agrees, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; , upon the request of the Administrative Agent or any applicable Lender, to reissue new Notes to the Administrative Agent or such Lender (iiiin accordance with the next sentence and Section 12.11) in substitution for the Note previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon written the request by of any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to issue a separate Note to such Lender new Notes (on substantially in the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of that ▇▇▇▇▇▇’s Commitments and, if necessary, issue a replacement Note to the Administrative Agent and each Lender, such new that all Notes shall not exceed then outstanding collectively provide for the aggregate principal amount Maximum Commitment. Any issuance of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are a Note to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they a Lender shall be surrendered pursuant to Borrower after delivery of the replacement Notesthis Section 3.01.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, each Lender's Loans shall be evidenced by (i) upon written request by any Lender to Borrower for in the case of such Lender's Term Loans, a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, dividedrestated, supplemented and/or restated or otherwise modified from time to time;, a "TERM NOTE") duly executed and delivered by the Borrower substantially in the form of Exhibit A hereto in a principal amount equal to such Lender's Term Loan with blanks appropriately completed in conformity herewith and (ii) in the case of such Lender's Revolving Loans, a promissory note (as the same may be amended, restated, supplemented or otherwise modified from time to time, a "REVOLVING NOTE") duly executed and delivered by the Borrower substantially in the form of Exhibit B hereto in a principal amount equal to such Lender's Revolving Loan Commitment, with blanks appropriately completed in conformity herewith. Each Note issued to a Lender shall (x) be payable to the order of such Lender, (y) be dated the date such Note was issued, and (z) mature on the Term Loan Maturity Date or the Revolving Loan Maturity Date, as the case may be. (iiib) upon written request by any LenderEach Lender is hereby authorized, and in any event within ten at its option, either (10i) Business Days to endorse on the schedule attached to its Revolving Note (or on a continuation of any such request, Borrower shall execute and deliver schedule attached to such Lender new Notes Revolving Note and made a part thereof) an appropriate notation evidencing the date and amount of each Revolving Loan evidenced thereby and the date and amount of each principal and interest payment in respect thereof, or (on substantially the same terms ii) to record such Revolving Loans and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify payments in its sole discretion; providedbooks and records. Such schedule or such books and records, that as the aggregate principal amount of such new Notes case may be, shall not exceed the aggregate principal amount constitute prima facie evidence of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt accuracy of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesinformation contained therein.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, ----- and interest on, the Loans made to it by each Lender shall be evidenced (i) upon written request if B Term Loans, by any Lender to Borrower for a promissory note or other evidence substantially in the form of indebtedness is requested Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "B Term Note" and, collectively, the "B Term Notes"), (ii) if C Term Loans-Floating Rate, by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate a promissory note or substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "C Term Note-Floating Rate" and, collectively, the "C Term Notes-Floating Rate"), (iii) if C Term Loans-Fixed Rate, by promissory notes substantially in the form attached hereto as of Exhibit D;B-3 (the "C Term Notes-Fixed Rate"), (iv) if RF Loans, by a promissory note substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (each, an "RF Note" and, collectively, the "RF Notes") and (v) if AF Loans, by a promissory note substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an "AF Note" and, collectively, the "AF Notes"). (b) The B Term Note issued to each Lender that makes any B Term Loan shall (i) be executed by the Borrower, (ii) all references be payable to Note the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the B Term Commitment of such Lender on the Closing Date (or Notes in the Loan Documents shall mean case of a new B Term Note issued pursuant to Section 1.13 or 11.04, the Note or NotesB Term Loans and B Term Commitment then being assigned) and be payable in the principal amount of B Term Loans evidenced thereby, if any(iv) mature on the B Maturity Date, to (v) bear interest as provided in the extent issued (appropriate clause of Section 1.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The C Term Note-Floating Rate issued to each Lender that makes any C Term Loan-Floating Rate shall (i) be executed by the Borrower, modified(ii) be payable to the order of such Lender and be dated the Closing Date, divided, supplemented and/or restated from time to time; (iii) upon written request be in a stated principal amount equal to the C Term Loans-Floating Rate made by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender on the Closing Date (or in the case of a new Notes (on substantially C Term Note-Floating Rate issued pursuant to Section 1.13 or 11.04, the same terms respective C Term Loans-Floating Rate evidenced thereby at the time of issuance) and be payable in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of C Term Loans-Floating Rate evidenced thereby, (iv) mature on the C 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 mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The C Term Note-Fixed Rate issued to each Lender that makes or acquires any C Term Loan-Fixed Rate shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the relevant C Term Loans- Fixed Rate continued by CoBank on the Closing Date (or in the case of a new Notes C Term Note-Fixed Rate issued pursuant to Section 1.13 or 11.04, the respective C Term Loans Fixed Rate evidenced thereby at the time of issuance) and be payable in the principal amount of C Term Loans-Fixed Rate evidenced thereby, (iv) mature on the C Maturity Date, (v) bear interest as provided in Section 1.08(c) in respect of the Fixed Rate Loans evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The RF Note issued to each RF Lender shall not exceed (i) be executed by the aggregate Borrower, (ii) be payable to the order of such RF Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such RF Lender and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedRF Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the AF/RF Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) The AF Note issued to each AF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such AF Lender and be dated the Initial AF Borrowing Date, (iii) be payable in the principal amount of the AF Loans evidenced thereby, (iv) mature on the AF/RF 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 mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (g) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any Notes and of its Notes, endorse on the ownership thereof, Borrower shall, upon reverse side thereof the written request outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Loans made by each Lender shall be evidenced (i) upon written request in the case of Tranche A-1 Term Loans, by any a Tranche A-1 of Term Note appropriately completed in substantially the form of Exhibit A-1, (ii) in the case of Tranche A-2 Term Loans, by a Tranche A-2 Term Note appropriately completed in substantially the form of Exhibit A-2, (iii) in the case of Tranche B Term Loans, by a Tranche B Term Note appropriately completed in substantially the form of Exhibit A-3, and (iv) in the case of Revolving Loans, by a Revolving Credit Note appropriately completed in substantially the form of Exhibit A-4. (b) Each Tranche A Term Note issued to a Tranche A Lender shall (i) be executed by the Borrower, (ii) be payable to Borrower for a promissory note or other evidence the order of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10iii) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially be dated in the form attached hereto case of the Tranche A-1 Note as Exhibit D; (ii) all references to Note or Notes of the Closing Date and, in the Loan Documents shall mean case of the Note or NotesTranche A-2 Note, if anyas of the Acquisition Closing Date, to (iv) be in a stated principal amount equal to, in the extent issued case of the Tranche A-1 Note, two-thirds of such Lender's Tranche A Commitment, and, in the case of the Tranche A-2 Note, one-third of such Lender's Tranche A Commitment, (and not returned to Borrower for cancellationv) hereunderbear interest in accordance with the provisions of Section 2.8, as the same may be amendedapplicable from time to time to the Tranche A Term Loan made by such Lender, modifiedand (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Tranche B Term Note issued to a Tranche B Lender shall (i) be executed by the Borrower, divided(ii) be payable to the order of such Lender, supplemented and/or restated (iii) be dated as of the Acquisition Closing Date, (iv) be in a stated principal amount equal to such Lender's Tranche B Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Tranche B Term Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Revolving Credit Note issued to a Revolving Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date, (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable to the Revolving Loans made by such Lender from time to time;, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (iiie) upon written request Each Lender will record on its internal records the amount and Type of each Loan made by any Lenderit and each payment received by it in respect thereof and will, and in any the event within ten (10) Business Days of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans evidenced thereby as of the date of transfer or provide such request, Borrower shall execute information on a schedule to the Assignment and deliver Acceptance relating to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretiontransfer; provided, however, that the aggregate principal amount failure of any Lender to make any such new Notes recordation or provide any such information, or any error therein, shall not exceed affect the aggregate principal amount of Borrower's obligations under this Agreement or the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. (a) The Loans made by each Bank and Local Affiliate and the Letters of Credit issued by the Issuing Agent shall be evidenced by one or more accounts or records maintained by such Bank or the Issuing Agent, as the case may be, in the ordinary course of business. The accounts or records maintained by the Issuing Agent and each Bank shall be conclusive in the absence of manifest error as to the amount of the Loans made by the Banks to the Borrowers and the Letters of Credit issued for the account of the Company, and the interest and payments thereon. Any failure to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to any Loan or any Letter of Credit. (b) Each Borrower's obligation to pay the principal of, and interest on, all Loans made by a Bank or its Local Affiliate to such Borrower agrees that: shall, upon request by such Bank or its Local Affiliate, be evidenced (i) upon written request if Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender duly executed and delivered to evidence the Loan and other Obligations owing or payable to, or to be made such Bank by such LenderBorrower in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, Borrower shall promptly a "Revolving Note" and, collectively, the "Revolving Notes"), (ii) if Bid Loans, by a promissory note duly executed and in any event within ten (10) Business Days of any such request) execute and deliver delivered to such Lender an appropriate Bank by the Company in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Bid Note" and, collectively, the "Bid Notes"), (iii) if Local Currency Loans, by a promissory note duly executed and delivered by such Borrower to such Bank or notes its Local Affiliate substantially in the form attached hereto as of Exhibit D;B-3 with blanks appropriately completed in conformity herewith (each, a "Local Currency Note" and, collectively, the "Local Currency Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Company to ABN AMRO substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (iic) all references Each Bank will, and will cause its Local Affiliates, if any, to Note note on its or such Local Affiliate's internal records the amount of each Loan made by it or such Local Affiliate, as the case may be, and each payment and conversion in respect thereof and will prior to any transfer of any of its Notes in the Loan Documents shall mean the Note or such Local Affiliate's Notes, if any, endorse, or cause its Local Affiliates to endorse, on the extent issued (and not returned to Borrower for cancellation) hereunder, as reverse side thereof the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of affect any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of and interest on all the Loans made to it by each Bank are or shall be evidenced, as the case may be, (i) upon written request in the case of Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to(each, or to be made by such Lendera "REVOLVING NOTE"), Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D;1.05 (a) (i), duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith; (ii) all references to Note or Notes in the Loan Documents shall mean case of Acquisition Term Loans, by a promissory note (each, an "ACQUISITION TERM NOTE"), substantially in the Note or Notesform of Exhibit 1.05(a)(ii), if any, to duly executed and delivered by the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; with blanks appropriately completed in conformity herewith; (iii) upon written request in the case of Supplemental Revolving Loans, by any Lendera promissory note (each, a "SUPPLEMENTAL REVOLVING NOTE"), substantially in the form of Exhibit 1.05 (a) (iii), duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith; and (iv) in the case of Supplemental Term Loans, by a promissory note (each, a "SUPPLEMENTAL TERM NOTE"), substantially in the form of Exhibit 1.05(a)(iv), duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith. (b) The Revolving Notes issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank, and be payable in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the outstanding Revolving Loans evidenced thereby, (v) mature, with respect to each Revolving Loan evidenced thereby, on the Revolving Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. On the Closing Date, upon delivery of the Revolving Notes, the Existing Revolving Notes outstanding at the time such request is made; and provided, further, that such Notes that are to shall be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to the Borrower within ten marked "Canceled". (10c) days after Agent’s receipt The Acquisition Term Note of the replacement Notes; and Borrower issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) upon receipt be in a stated principal amount equal to the Acquisition Term Loan Commitment of evidence reasonably satisfactory to Borrower such Bank and be payable in the aggregate principal amount of the mutilationoutstanding Acquisition Term Loans evidenced thereby, destruction(v) mature, loss or theft with respect to each Acquisition Term Loan evidenced thereby, on the Acquisition Term Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of any Notes Section 1.08 in respect of the Base Rate Loans and the ownership thereofReserve Adjusted Eurodollar Loans, Borrower shallas the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. On the Closing Date, upon delivery of the written Acquisition Term Notes, the Existing Acquisition Term Notes shall be returned to the Borrower marked "Canceled". At any time after the Acquisition Term Loan Commitment Termination Date, at the Borrower's option or at the request of the holder Administrative Agent, each Acquisition Term Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iv) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the aggregate principal amount of the Acquisition Term Loans made by such Bank (or its assignor). (d) The Supplemental Revolving Notes issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Supplemental Loan Commitment of such Banks, and be payable in the aggregate principal amount of the Supplemental Revolving Loans evidenced thereby, (v) mature, with respect to each Supplemental Revolving Loan evidenced thereby, on the Supplemental Revolving Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and other applicable Credit Documents. At any time after the Supplemental Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Supplemental Revolving Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iii) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the Supplemental Revolving Loan Commitment of such Bank on the Supplemental Term Loan Commitment Termination Date. (e) The Supplemental Term Notes issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Supplemental Loan Commitment of such Bank, and be payable in the aggregate principal amount of the Supplemental Term Loans evidenced thereby, (v) mature, with respect to each Supplemental Term Loan evidenced thereby, on the Supplemental Term Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and other applicable Credit Documents. At any time after the Supplemental Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Supplemental Term Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iv) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the aggregate principal amount of the Supplemental Term Loans made by such Bank (or its assignor). (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, execute and deliver in replacement endorse on the reverse side thereof new Notes in the same form, in the same original outstanding principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans evidenced thereby. Failure to make any such notation shall not affect the obligations of the Borrower or any other Credit Party hereunder or under any other applicable Credit Document in respect of such Loans.

Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans made to the Borrower agrees that: by each Lender shall be set forth (i) upon written with respect to the Term Loans, on the Term Register maintained by the Administrative Agent and (ii) with respect to Revolving Loans, on the Revolving Register maintained by the Revolving Agent and, subject to the provisions of Section 1.05(b), (c) and (d), shall be evidenced by, at the request by any Lender to Borrower for of the Revolving Agent or the Administrative Agent, as the case may be, a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B for Revolving Loans (iieach, a “Revolving Note”) all references to and Exhibit C for Term Loans (each, a “Term Note”), with blanks appropriately completed in conformity herewith (each Revolving Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunderTerm Note, as the same may be amended, modified, divided, supplemented and/or restated or otherwise modified from time to time;, a “Note”). (b) The Revolving Note issued to each Revolving Lender shall (i) be executed by the Borrower, (ii) be payable to such Revolving Lender or its registered assigns and be dated the Closing Date (or in the case of any Revolving Note issued after the Closing Date, the date of issuance thereof), (iii) upon written be in a stated principal amount equal to the Revolving Commitment of such Revolving Lender on the date of the issuance thereof and be payable in the principal amount of the Revolving Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided herein and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) The Term Note issued to each Term Lender shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the Closing Date (or, in the case of any Term Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the principal amount of the Term Loan of such Term Lender on the date of the issuance thereof and be payable in the principal amount of the Term Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided for herein and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to those Lenders that at any time specifically request by the delivery of such Notes. The failure of any Lender, and Lender to request or obtain a Note evidencing its Loans to the Borrower shall not affect or in any event within ten manner impair the obligations of the Borrower to pay the Loans (10and all related Obligations) Business Days and shall not in any way affect the security or Guarantees provided pursuant to the Loan Documents. At any time if any Lender shall request the delivery of a Note to evidence any such requestof its Loans, the Borrower promptly shall execute and deliver to such that Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes requested Note in the same form, in the same original principal appropriate amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and amounts to evidence such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Tranche A Term Loans, by a promissory note or notes duly executed and delivered by the Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a "Tranche A Term Note" and, collectively, the "Tranche A Term Notes"), (ii) all references to Note or Notes if Tranche 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 herewith (each a "Tranche B Term Note" and, collectively, the "Tranche B Term Notes"), (iii) if Revolving 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 a "Revolving Note" and, collectively, the "Revolving Notes"), and (iv) if Swingline 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 (the "Swingline Note"). (b) The Tranche A Term Note issued to each Lender that has a Tranche A Term Loan Documents Commitment or outstanding Tranche A Term Loans shall mean (i) be executed by the Note Borrower, (ii) be payable to such Lender or Notesits registered assigns and be dated the Initial Borrowing Date (or, if anyissued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the extent Tranche A 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 principal amount of Tranche A Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Tranche A Term Loans evidenced thereby, (iv) mature on the Tranche A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02, dividedand (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Lender that has a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed by the Borrower, supplemented and/or restated (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 the issuance thereof), (iii) be in a stated principal amount equal to the Tranche B 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 Tranche B Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Loan 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. (d) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving 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 the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (iiif) upon written request Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation or any error in such notation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) Upon the written request of a Bank, the Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced (i) upon written request if Tranche A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a "Tranche A Term Note" and, collectively, the "Tranche A Term Notes"), (ii) all references to Note or Notes if Tranche B Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "Tranche B Term Notes"), (iii) if Revolving 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, a "Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline 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 (the "Swingline Note"). (b) The Tranche A Term Note issued to each Bank shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent issued order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche A Term Loan made by such Bank on the Effective Date and not returned to Borrower for cancellationbe payable in the principal amount of Tranche A Term Loans evidenced thereby, (iv) hereundermature on the Tranche A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayments 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) The Tranche B Term Note issued to each Bank shall (i) be executed by the Borrower, modified(ii) be payable to the order of such Bank and be dated the Effective Date, divided, supplemented and/or restated from time to time; (iii) upon written request be in a stated principal amount equal to the Tranche B Term Loans made by any Lender, such Bank on the Effective Date and be payable in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and providedTranche B Term Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Tranche B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.09 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilatedcase may be, destroyedevidenced thereby, lost or stolen; (vi) be subject to voluntary prepayments as provided in Section 4.01 and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.mandatory repayment as provided in

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced by (i) upon written request by any Lender to Borrower for in the case of Revolving Loans, a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes in the Loan case of Swingline Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in Dollars in the outstanding principal amount of the Revolving 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 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 shall mean the Note or Notes, if any, (to the extent and in the manner provided herein and therein). (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender and not returned be dated the Effective Date, (iii) be in a stated principal amount equal to Borrower for cancellation) hereunder, as the same may Maximum Swingline Amount and be amended, modified, divided, supplemented and/or restated payable in Dollars in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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 (to the extent and in the manner provided herein and therein). (iiid) upon written request Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation or any error in such notation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced (i) upon written request if Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent issued order of such Lender and be dated the Effective Date, (iii) be in a stated principal amount equal to the Commitment of such Lender and not returned to Borrower for cancellationbe payable in the principal amount of the Revolving Loans evidenced thereby, (iv) hereundermature 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 same case may be, evidenced thereby, (vi) be amendedsubject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, modified(ii) be payable to the order of BTCo and be dated the Effective Date, divided, supplemented and/or restated (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (iiid) upon written request Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. (a) The Borrower agrees that: (i) , upon written the request to the Administrative Agent by any Lender made on or prior to Borrower for a promissory note the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans) or other evidence of indebtedness is requested by Agent for the benefit of all or in connection with any Lender assignment pursuant to Section 11.6(b), in order to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender’s Loan, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) will execute and deliver to such Lender an appropriate a promissory note or notes substantially in the form attached hereto as of Exhibit D; A (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereundereach, as the same may be amended, modifiedsupplemented, divided, supplemented and/or restated replaced or otherwise modified from time to time; , a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) upon written request by any Lenderin respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date and, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date and (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any event within ten Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. 1004254246v19 (10b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Days of any such requestDay, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms immediately preceding Business Day) and in substantially the same formprincipal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) and/or divide opposite the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; providedapplicable installment dates (or, that if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such new Notes shall not exceed Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term 1004254246v19 Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Notes outstanding at Tranche C Term Loans shall be repaid in full on the time Tranche C Term Loan Maturity Date (or, if such request day is made; and providednot a Business Day, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten on the immediately preceding Business Day). (10e) days after Agent’s receipt The unpaid aggregate principal amount of the replacement Notes; andTranche D Term Loans shall be repaid in full on the Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (ivf) upon receipt of evidence reasonably satisfactory to Borrower The unpaid aggregate principal amount of the mutilationTranche E Term Loans shall be repaid in full on the Tranche E Term Loan Maturity Date (or, destructionif such day is not a Business Day, loss or theft of any Notes and on the ownership thereof, Borrower shall, upon the written request immediately preceding Business Day). (g) The unpaid aggregate principal amount of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they Tranche F Term Loans shall be surrendered to Borrower after delivery of repaid in full on the replacement Notes.Tranche F Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). 1004254246v19

Notes. Borrower agrees that: (ia) upon written request Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of A Term Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, an “A Term Note” and, collectively, the “A Term Notes”), (ii) in the case of B Term Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “B Term Note” and, collectively, the “B Term Notes”), (iii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit B-3-A (in the case of 2016 Revolving Loans) or B-3-B (in the case of 2017 Revolving Loans), with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the Borrowers to pay the Loans (and all related Obligations) incurred by such 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes") and (ii) all references to Note or Notes if Revolving Loans, by a promissory note substantially in the Loan Documents form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to a Lender shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or in the case of a new Term Note issued pursuant to Section 1.13 or 12.04, the Term Loans evidenced thereby at the time of issuance) and be payable in the 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 not returned to Borrower for cancellation) hereunderLIBOR Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RF Lender shall (i) be executed by the Borrower, modified(ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and be in any event within ten (10) Business Days a stated principal amount equal to the Revolving Commitment of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially and be payable in the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and LIBOR Loans, destructionas the case may be, loss or theft evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any Notes and of its Notes, endorse on the ownership thereof, Borrower shall, upon reverse side thereof the written request outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal ----- of, and interest on, the Loans made to it by each Lender shall be evidenced (i) upon written request if Tranche A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each a "Tranche A Term Note" and, collectively, the "Tranche A Term Notes"), (ii) all references to Note or Notes if Tranche B Term Loans, by a promissory note substantially in the Loan Documents shall mean form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and collectively, the Note or "Tranche B Term Notes"; together with the Tranche A Term Notes, the "Term Notes"), (iii) if anyRevolving Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline 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 (the "Swingline Note"). (b) The Tranche A Term Note issued to each Lender with a Tranche A Term Commitment shall (i) be executed by the Borrower, (ii) be payable to the extent issued order of such Lender and be dated the Additional Borrowing Date, (iii) be in a stated principal amount equal to (x) the Initial Tranche A Term Loans made by such Lender outstanding on the Additional Borrowing Date plus (y) the ---- Additional Tranche A Term Loans made by such Lender on the Additional Borrowing Date, and not returned to Borrower for cancellationbe payable in the principal amount of Tranche A Term Loans evidenced thereby, (iv) hereundermature on the Tranche A Term Facility Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Lender with a Tranche B Term Commitment shall (i) be executed by the Borrower, modified(ii) be payable to the order of such Lender and be dated the Additional Borrowing Date, divided, supplemented and/or restated from time to time; (iii) upon written request be in a stated principal amount equal to (x) the Initial Tranche B Term Loans made by any Lendersuch Lender outstanding on the Additional Borrowing Date plus (y) the ---- Additional Tranche B Term Loans made by such Lender on the Additional Borrowing Date, and be payable in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Facility Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender with a Revolving Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such new Notes shall not exceed Lender and be dated the aggregate Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Lender and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Revolving Facility Final Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.8 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of any Notes this Agreement and the ownership thereofother Credit Documents. (e) The Swingline Note issued to Chemical shall (i) be payable to the order of Chemical and be dated the Initial Borrowing Date, Borrower shall, upon (ii) be in a stated principal amount equal to the written request Swingline Commitment and be payable in the outstanding principal amount of the holder Swingline Loans evidenced thereby, (iii) mature on the Swingline Expiry Date, (iv) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans evidenced thereby, (v) be subject to mandatory prepayment as provided in Section 4.2 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of its Note, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Replacement Term B-1 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G-1, with blanks appropriately completed in conformity herewith (each, a “Replacement Term B-1 Note” and, collectively, the “Replacement Term B-1 Notes”), (ii) in the case of Replacement Term B-2 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith (each, a “Replacement Term B-2 Note” and, collectively, the “Term Notes”), (iii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Loan Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.17 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) in the case of Swingline 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 herewith (the "Swingline Note"). (b) The Revolving 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 Restatement Effective Date (or, if issued to an Eligible Transferee after the Restatement Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal amount of the outstanding Revolving 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 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) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall promptly affect or in any manner impair the obligations of the Borrower to pay the 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 guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event within ten be required to make the notations otherwise described in preceding clause (10d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) Business Days of any such request) promptly execute and deliver to such the respective Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to requested Note or Notes in the Loan Documents shall mean the Note appropriate amount or Notes, if any, amounts to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a Note, of the Borrower agrees that: in substantially the form of Exhibit A-1 in case of a Revolving Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, dated, (i) upon written request by in the case of any Lender to Borrower for a promissory note or other evidence party hereto as of indebtedness is requested by Agent for the benefit date of all or this Agreement, as of the date of this Agreement, (ii) in the case of any Lender that becomes a party hereto pursuant to evidence an Assignment and Assumption, as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.06(c) or in connection with a Term Loan and other Obligations owing Amendment, as of the effective date of such increase or such Term Loan Amendment, in each case, payable in a principal amount equal to, in the case of a Revolving Lender, its Maximum Credit Amount as in effect on such date, and, in the case of any Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount or Term Loans increases or decreases for any reason (whether pursuant to be made by Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver or cause to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if anybe delivered, to the extent issued (such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note, payable to such Lender in a principal amount equal to, in the case of a Revolving Lender, its Maximum Credit Amount after giving effect to such increase or decrease, and, in the case of any Term Lender, the principal amount of its Term Loans after giving effect to such increase or decrease, and not returned otherwise duly completed, whereupon such Lender will promptly return to the Borrower for cancellation) hereunderthe Notes so replaced. The date, as the same may be amendedamount, modifiedType, dividedinterest rate and, supplemented and/or restated from time to time; (iii) upon written request if applicable, Interest Period of each Loan made by any each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note. Failure to make any such recordation shall not affect any Lender’s or the Borrower’s rights or obligations in any event within ten (10) Business Days respect of such Loans or affect the validity of any such request, Borrower shall execute and deliver to such transfer by any Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in of its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesNote.

Notes. Borrower agrees that: (i) upon written request The Tranche A Loans made by any Lender to Borrower for a Borrowers hereunder, if any, shall be evidenced by one or more promissory note or other evidence notes of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable toBorrowers, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form of Exhibit A attached hereto and made a part hereof, with appropriate insertions, payable to the order of Lender and in a principal amount equal in aggregate to the Tranche A Maximum Amount (as Exhibit D; (iiamended, endorsed, renewed, extended, or otherwise modified from time to time, the “Tranche A Notes”) all references and the Tranche B Loans made by Lender to Note or Notes in the Loan Documents shall mean the Note or NotesBorrowers hereunder, if any, shall be evidenced by one or more promissory notes of Borrowers, substantially in the form of Exhibit B attached hereto and made a part hereof, with appropriate insertions, payable to the extent issued order of Lender and in a principal amount equal in aggregate to the Tranche B Maximum Amount (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modifiedendorsed, dividedrenewed, supplemented and/or restated extended, or otherwise modified from time to time, the “Tranche B Notes; (iii) upon written request ” and together with the Tranche A Notes, the “Notes;” and individually, a “Note”). Lender is hereby authorized to record the date and amount of each Loan made by any Lenderit to Borrowers, if any, and in any event within ten (10) Business Days the date and amount of each payment or prepayment of principal thereof by Borrowers, and such recordation may be evidenced by Lender’s internal records, and any such requestrecordation shall constitute prima facie evidence of the accuracy of the information so recorded, Borrower shall execute and deliver provided that the failure to make any such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes recordation or any error in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes recordation shall not exceed affect Borrowers’ obligations hereunder or under the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced Note executed by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesBorrowers.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans shall be evidenced (i) upon written request if Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent order of such Bank and be dated the Restatement Effective Date (or, in the case of any Revolving Note issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and not returned to Borrower for cancellation) hereunder, as be payable in the same may be amended, modified, divided, supplemented and/or restated principal amount of the Revolving Loans evidenced thereby from time to time;, (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 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) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the Restatement Effective Date (or, in the case of any Swingline Note issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount of such new Notes shall not exceed equal to the aggregate Maximum Swingline Amount and be payable in the principal amount of the Notes outstanding at the Swingline Loans evidenced thereby from time such request is made; and providedto time, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilation, destruction, loss or theft Base Rate Loans evidenced thereby and (vi) be entitled to the benefits of any Notes this Agreement and the ownership thereofother Credit Documents. (d) Each Bank will note on its internal records the amount of each Revolving Loan made by it and each payment in respect thereof and will, Borrower shallprior to any transfer of its Revolving Note, upon endorse on the written request reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Such notation shall be conclusive absent manifest error, although the holder failure to make any such notation shall not affect the Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesRevolving Loans.

Notes. Borrower agrees that: (a) The Loans made by each Lender shall be evidenced (i) upon written request in the case of Term Loans, by any a Term Note appropriately completed in substantially the form of Exhibit A-1, (ii) in the case of Revolving Loans, by a Revolving Note appropriately completed in substantially the form of Exhibit A-2, and (iii) in the case of the Swingline Loans, by a Swingline Note appropriately completed in substantially the form of Exhibit A-3. (b) Each Term Note issued to a Lender with a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to Borrower for a promissory note or other evidence the order of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (iii) be dated as of the Closing Date (or, in the case of a Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in any event within ten (10) Business Days of any such request) execute and deliver a stated principal amount equal to such Lender an appropriate promissory note or notes substantially Lender's Term Loan Commitment (or, in the form attached hereto as Exhibit D; (ii) all references to case of a Term Note or Notes issued after the Closing Date, in the Loan Documents shall mean the Note or Notes, if any, an amount equal to the extent issued unpaid principal amount of such Lender's Term Loan), (and not returned to Borrower for cancellationv) hereunderbear interest in accordance with the provisions of Section 2.8, as the same may be amended, modified, divided, supplemented and/or restated applicable from time to time;time to the Term Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Revolving Note issued to a Lender with a Revolving Credit Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) upon written request be dated as of the Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Revolving Loans made by any such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) The Swingline Note shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender, (iii) be dated as of the Closing Date, (iv) be in any a stated principal amount equal to the Swingline Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the event within ten (10) Business Days of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans evidenced thereby as of the date of transfer or provide such request, Borrower shall execute information on a schedule to the Assignment and deliver Acceptance relating to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretiontransfer; provided, however, that the aggregate principal amount failure of any Lender to make any such new Notes recordation or provide any such information, or any error therein, shall not exceed affect the aggregate principal amount of Borrower's obligations under this Agreement or the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of a Term B-1 Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a “Term B-1 Note” and, collectively, the “Term B-1 Notes”), (ii) in the case of a Term B-2 Loan, 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 herewith (each a “Term B-2 Note” and, collectively, the “Term B-2 Notes”) and (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 such modifications thereto as may be necessary to reflect differing classes of Incremental Term Loans), with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Initial Term Note issued to each requesting Lender with outstanding Initial Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Initial Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Maturity Date for Initial Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Incremental Term Note issued to each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Incremental Term Loan Commitment of such Lender on the Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable in the principal amount of the Incremental Term Loans evidenced thereby, (iv) mature on the Maturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 or in the relevant Incremental Term Loan Commitment Agreement in respect of Base Rate Term Loans or LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan under each Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans of the applicable Tranche evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower 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 Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans under any applicable Tranche, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount Term Loans of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesTranche.

Notes. Borrower agrees that: (i) The principal of and interest on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes are payable on a superior basis to such payments on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes; provided, however, that current principal and interest may be paid on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the Indenture. Except as provided in the Indenture, principal allocated to pay the Class A Notes will be use to provide for payment of the Class A-1 Notes, then to provide for payment of the Class A-2 Notes, then to provide for payment of the Class A-3 Notes, then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and Class A-5c Notes, and then, on a pro rata basis to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon written request which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by any Lender the Indenture or be deemed to Borrower be Outstanding, as defined in the Indenture, thereunder; and for a promissory the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or other evidence any claim based hereon or in respect hereof or of indebtedness the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is requested transferable on the note register kept for that purpose by Agent the Indenture Trustee, as registrar, upon surrender of this note for transfer at the designated corporate trust office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer, in form satisfactory to the Indenture Trustee duly executed by, the Registered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the benefit same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. Notwithstanding the foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this note for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any Lender such agent shall be affected by notice to evidence the Loan contrary. To the extent permitted by the Indenture, modifications or alterations of the Indenture and other Obligations owing any supplemental indenture may be made with the consent of less than all of the Registered Owners of the Series 2004-2 Notes then outstanding or payable towithout the consent of any of such Registered Owners (by reason of a change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the maturity date, Stated Maturity, amount, Quarterly Distribution Date, or rate of interest on any outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not have the right to demand payment of this note or any interest hereon out of funds raised or to be made raised by taxation. Any capitalized term used herein and not otherwise defined herein shall have the same meaning ascribed to such Lenderterm in the Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Nebraska to happen, Borrower shall promptly (exist, and be performed precedent to and in any event within ten (10) Business Days the issuance of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lenderthis note, and in any event within ten (10) Business Days the passage of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes said resolution and the ownership thereofexecution of said Indenture, Borrower shallhave happened, upon the written request of the holder of such Notes, execute exist and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesperformed as so required.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Initial Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and, collectively, the “Initial Term Notes”), (ii) in the case of Revolving 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 herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), (iii) in the case of Swingline 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 (the “Swingline Note”), and (iv) 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-4, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. (a) The Borrower agrees that: (i) , upon written the request to the Administrative Agent by any Lender made on or prior to Borrower for a promissory note the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans) or other evidence of indebtedness is requested by Agent for the benefit of all or in connection with any Lender assignment pursuant to Section 11.6(b), in order to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender’s Loan, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) will execute and deliver to such Lender an appropriate a promissory note or notes substantially in the form attached hereto as of Exhibit D; A (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereundereach, as the same may be amended, modifiedsupplemented, divided, supplemented and/or restated replaced or otherwise modified from time to time; (iii) upon written request by any Lender, a “Note”), in each case with appropriate insertions therein as to payee, date and in any event within ten (10) Business Days of any such requestprincipal amount, Borrower shall execute and deliver payable to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a principal amount of such new Notes shall not exceed equal to the aggregate unpaid principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are applicable Loans made (or acquired by assignment pursuant to be replaced shall then be deemed no longer outstanding hereunder and replaced Section 11.6(b)) by such new Notes Lender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) in respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt in respect of evidence reasonably satisfactory Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date. Each Note shall be payable as provided in Section 2.2(b) or (c), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Borrower Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the mutilation, destruction, loss or theft aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any Notes outstanding Initial Term Loans (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the ownership thereofTranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), Borrower shallon the dates (or, upon if any day is not a Business Day, on the written request immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original aggregate initial principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) if Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a "Term Note" and, collectively, the "Term Notes"), (ii) if Revolving 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 herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (iii) if Swingline 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 (the "Swingline Note"). (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 and be payable in the outstanding principal amount of 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 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) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving 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 the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving 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 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. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrowers’ obligation to pay the principal of, and interest on, the Loans made to the Borrowers by each Lender shall be set forth (i) upon written with respect to the Term Loans, on the Term Register maintained by the Administrative Agent and (ii) with respect to Revolving Advances, on the Revolving Register maintained by the Revolving Agent and, subject to the provisions of Sections 1.07(b), (c) and (d), shall be evidenced by, at the request by any Lender to Borrower for of the Revolving Agent or the Administrative Agent, as the case may be, a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; C for the Revolving Note and Exhibit D for the Term Note, with blanks appropriately completed in conformity herewith (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereundereach, as the same may be amended, modified, divided, supplemented and/or restated or otherwise modified from time to time;, a “Note”). (b) The Revolving Note issued to each Revolving Lender shall (i) be executed jointly by each of the Borrowers, (ii) be payable to such Revolving Lender or its registered assigns and be dated the Closing Date (or in the case of any Revolving Note issued after the Closing Date, the date of Issuance thereof), (iii) upon written be in a stated principal amount equal to such Revolving Lender’s Revolving Commitment on the date of the issuance thereof and be payable in the principal amount of Revolving Advances evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided herein and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) The Term Note issued to each Term Lender shall (i) be executed jointly by each of the Borrowers, (ii) be payable to such Term Lender or its registered assigns and be dated the Closing Date (or, in the case of any Term Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the principal amount of the Term Loan of such Term Lender on the date of the issuance thereof and be payable in the principal amount of the Term Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided for herein and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request by the delivery of such Notes. No failure of any LenderLender to request or obtain a Note evidencing its Loans to the Borrowers shall affect or in any manner impair the obligations of the Borrowers to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any event within ten (10) Business Days way affect the security or Guaranties therefor provided pursuant to the Loan Documents. At any time when any Lender requests the delivery of a Note to evidence any such requestof its Loans, Borrower each of the Borrowers shall promptly jointly execute and deliver to such that Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes requested Note in the same form, in the same original principal appropriate amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and amounts to evidence such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced (and i) in any event within ten (10) Business Days the case of any such request) execute and deliver to such Lender an appropriate Term Loans, by a promissory note or notes duly executed and delivered by the Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) all references to Note or Notes in the Loan Documents shall mean case of Revolving Loans, by a promissory note duly executed and delivered by the Note or Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes, if any, to the extent issued (”); and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request in the case of Swingline Loans, by any Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and with blanks appropriately completed in any event within ten conformity herewith (10the “Swingline Note”). (b) Business Days of any such requestThe Term Note issued to each Lender that has an Initial Term Loan Commitment, Borrower an Incremental Term Loan Commitment or outstanding Term Loans shall execute and deliver (i) be executed by the Borrower, (ii) be payable to such Lender new Notes 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 substantially the same terms and Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in substantially a stated principal amount equal to the same formsum of (x) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Term Loans held by such new Lender and (y) the Incremental Term Loan Commitment (if any) of such Lender) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the respective 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. Notwithstanding the foregoing, if any Lender has made Term Loans pursuant to more than one Tranche, then such Lender shall be entitled to receive separate Term Notes evidencing its outstanding Term Loans pursuant to each Tranche (to be appropriately completed to the reasonable satisfaction of the Administrative Agent) (each such note, an “Incremental Term Note”). (c) The Revolving Note issued to each RL Lender requesting same shall not exceed (i) be executed by the aggregate Borrower, (ii) be payable to the RL 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 Revolving Commitment of such RL Lender and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss evidenced thereby, (vi) be subject to voluntary prepayments 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. (d) The Swingline Note issued to the Swingline Lender (if requested) shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or theft its registered assigns and be dated the Initial Borrwing Date (or, if issued after the Initial Borrwing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayments as provided in Section 4.01 and mandatory prepayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes and will endorse on the ownership thereofreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Borrower shall, upon Notes shall only be delivered to Lenders which at any time specifically request the written request of the holder delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver in replacement thereof new Notes to the respective Lender the requested Note in the same form, in the same original principal appropriate amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and amounts to evidence such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Loans made by each Lender shall be evidenced (i) upon written request in the case of Revolving Loans, by any a Revolving Note appropriately completed in substantially the form of Exhibit A-1, and (ii) in the case of the Swingline Loans, by a Swingline Note appropriately completed in substantially the form of Exhibit A-2. (b) Each Revolving Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to Borrower for a promissory note or other evidence the order of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (iii) be dated as of the Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in any event within ten (10) Business Days of any such request) execute and deliver a stated principal amount equal to such Lender an appropriate promissory note or notes substantially Lender's Revolving Credit Commitment, (v) bear interest in accordance with the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunderprovisions of Section 2.8, as the same may be amended, modified, divided, supplemented and/or restated applicable from time to time;time to the Revolving Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) The Swingline Note shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender, (iii) upon written request by any Lenderbe dated as of the Closing Date, (iv) be in a stated principal amount equal to the Swingline Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in any respect thereof and will, in the event within ten (10) Business Days of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans evidenced thereby as of the date of transfer or provide such request, Borrower shall execute information on a schedule to the Assignment and deliver Acceptance relating to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretiontransfer; provided, however, that --------- -------- the aggregate principal amount failure of any Lender to make any such new Notes recordation or provide any such information, or any error therein, shall not exceed affect the aggregate principal amount of Borrower's obligations under this Agreement or the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. Borrower agrees that: (i) upon written request The Revolving Credit Loans made by any each Lender to Borrower for shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit A-1, in the case of Tranche A Loans (each, a "Tranche A Note"), or other evidence Exhibit A-2, in the case of indebtedness is requested by Agent for Tranche B Loans (each, a "Tranche B Note"), with appropriate insertions as to payee, date and principal amount, payable to the benefit order of such Lender and in a principal amount equal to the lesser of (a) the initial Commitment of such Lender and (b) the aggregate unpaid principal amount of all Tranche A Loans or any Tranche B Loans, as the case may be, made by such Lender. Each Lender is hereby authorized to evidence record the date, the Borrowing Tranche and amount of each Revolving Credit Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (each continuation thereof, each conversion of all or a portion thereof to another Borrowing Tranche, the date and amount of each payment or prepayment of principal thereof and, in any event within ten (10) Business Days the case of Revolving Credit Loans with Euro- Rate Option, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Note, and any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in recordation shall constitute prima facie evidence of the form attached hereto as Exhibit D; (ii) all references to Note or Notes in accuracy of the Loan Documents shall mean the Note or Notesinformation so recorded, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of failure to make any such new Notes recordation or any error in such recordation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time Borrower's obligations hereunder or under such request is made; and provided, further, that such Notes that are to Note. Each Note shall (i) be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as Effective Date, (ii) be stated to mature on the Notes so mutilated, destroyed, lost or stolen; Maturity Date and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If (iii) provide for the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery payment of the replacement Notesinterest in accordance with Section 4.01.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Term B-1 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G,-1, with blanks appropriately completed in conformity herewith (each, a “Term B-1 Note” and, collectively, the “Term B-1 Notes”), (ii) in the case of Term B-2 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith (each, a “Term B-2 Note” and, collectively, the “Term Notes”), (iiiii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iiiiv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Loan Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced (i) upon written request if Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank shall mean (i) be executed by the Note Borrower, (ii) be payable to such Bank or Notesits registered assigns and be dated the Restatement Effective Date (or if issued thereafter, if anythe date of issuance thereof), (iii) be in a stated principal amount equal to the extent Revolving Loan Commitment of such Bank (or if issued (after the termination thereof, in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and not returned to Borrower for cancellation) hereunder, as be payable in the same may be amended, modified, divided, supplemented and/or restated principal amount of the outstanding Revolving Loans evidenced thereby from time to time;, (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) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount of such new Notes shall not exceed equal to the aggregate Maximum Swingline Amount and be payable in the principal amount of the Notes outstanding at the Swingline Loans evidenced thereby from time such request is made; and providedto time, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans evidenced thereby, destruction(vi) be subject to voluntary prepayment as provided in Section 4.01, loss or theft and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes and endorse on the ownership thereof, Borrower shall, upon reverse side thereof the written request outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (i) upon written request by any Lender Each of the outstanding Revolving Notes shall be deemed amended and restated to Borrower for a promissory note or other evidence of indebtedness is reflect the change in the maturity date from June 30, 1998 to September 30, 1999. If so requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable toa Lender, or to be made by such Lender, Borrower shall promptly (and in any the event within ten (10) Business Days of any such request) execute and deliver subsequent assignments pursuant to such Lender an appropriate promissory note or notes subsection 9.1 hereto, Assignee Notes will be issued substantially in the form attached hereto of Exhibit IIIA or Exhibit IIIB annexed hereto, with appropriate insertions, to reflect the revised maturity date and the new Revolving Loan Commitments and/or outstanding Term Loans, as Exhibit D;the case may be, of the assignee and/or the assigning Lender. (ii) all references Following the Third Amended and Restated Closing Date, on each date on which Company delivers a Notice of Borrowing pursuant to Note or Notes in subsection 2.1B for the Loan Documents shall mean purpose of financing the Note or Notespurchase of an Eligible Aircraft, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower Company shall execute and deliver on such date to each Lender (or to Administrative Agent for that Lender) with respect to such Lender new Notes (on Eligible Aircraft a Revolving Note substantially in the same terms and form of Exhibit IIIA annexed hereto to evidence that Lender's Revolving Loans in substantially the same form) and/or divide the Notes in exchange for then existing Notes respect of such Eligible Aircraft in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that Lender's Pro Rata Share of the aggregate principal amount of such new Notes Eligible Aircraft's Maximum Note Amount with other appropriate insertions. Company shall not exceed execute and deliver on the aggregate Conversion Date an Amended and Restated Note substantially in the form of Exhibit IIIB annexed hereto amending and restating each Revolving Note to evidence that Lender's Term Loans in the principal amount of the Notes outstanding at the time such request is made; Revolving Note and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Noteswith other appropriate insertions.

Notes. Borrower agrees that:(a) The Parent Borrower's obligation to pay the principal of, and interest on, all of the Loans made to it by each Tranche 1 Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.16 and shall, if requested by such Tranche 1 Lender, also be evidenced by a promissory note substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a "Note" and collectively, the "Notes"). (b) The Note issued to each Tranche 1 Lender shall (i) upon written request be executed by any the Parent Borrower, (ii) be payable to the order of such Tranche 1 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 Borrower for the Tranche 1 Commitment of such Tranche 1 Lender and be payable in a promissory note or other evidence principal amount equal to the amount of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be Loans made by such LenderLender and which are outstanding from time to time, (iv) mature on (x) in the case of Revolving Loans which are not elected to be converted by the Parent Borrower pursuant to Section 1.01(b), on the Commitment Expiration Date and (y) in the case of Term Loans, on the Term Loan 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. Upon receipt of an affidavit of an officer of the Tranche 1 Lender (together with a customary indemnity from such Tranche 1 Lender in form and substance satisfactory to the Parent Borrower) that a Note has been lost, stolen, destroyed or mutilated, the Parent Borrower will issue a replacement Note in the same principal amount thereof and otherwise of like tender. (c) Each Tranche 1 Lender will record on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of its Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the Parent Borrower's obligations in respect of such Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Tranche 1 Lenders which at any time specifically request the delivery of such Notes. No failure of any Tranche 1 Lender to request or obtain a Note evidencing its Loans to the Parent Borrower shall affect or in any manner impair the obligations of the Parent Borrower to pay the 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 guarantee therefor provided pursuant to Section 13. Any Tranche 1 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Tranche 1 Lender requests the delivery of a Note to evidence any of its Loans, the Parent Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Tranche 1 Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Loans made by each Lender shall be evidenced (i) upon written request in the case of Dollar Loans, by any a Dollar Note appropriately completed in substantially the form of EXHIBIT A-1, and (ii) in the case of Foreign Currency Loans, by a Foreign Currency Note appropriately completed in substantially the form of EXHIBIT A-2. (b) Each Dollar Note issued to a Lender shall (i) be executed by OCA, (ii) be payable to Borrower for a promissory note or other evidence the order of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (iii) be dated as of the Closing Date (or, in the case of a Dollar Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in any event within ten (10) Business Days of any such request) execute and deliver a stated principal amount equal to such Lender an appropriate promissory note or notes substantially Lender's Commitment, (v) bear interest in accordance with the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunderprovisions of Section 2.8, as the same may be amended, modified, divided, supplemented and/or restated applicable from time to time;time to the applicable Type of Dollar Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Foreign Currency Note issued to a Lender shall (i) be executed by the applicable Borrower, (ii) be payable to the order of such Lender, (iii) upon written request be dated as of the Closing Date (or, in the case of a Foreign Currency Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's ratable share of the Foreign Currency Sublimit, (v) bear interest in accordance with the provisions of SECTION 2.8, as the same may be applicable from time to time to the applicable Type of Foreign Currency Loans made by any such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in any respect thereof and will, in the event within ten (10) Business Days of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans evidenced thereby as of the date of transfer or provide such request, Borrower shall execute information on a schedule to the Assignment and deliver Acceptance relating to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretiontransfer; provided, however, that the aggregate principal amount failure of any Lender to make any such new Notes recordation or provide any such information, or any error therein, shall not exceed affect any Borrower's obligations under this Agreement or the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. (a) Subject to the provisions of Section 1.05(e), the Borrower's obligation to pay the principal of, and interest on, the Loans made by each Lender which is a party to the Existing Agreement are and shall continue to be evidenced by the notes (each an "Existing Note" and collectively, the "Existing Notes") executed and delivered by the Borrower agrees that: to such Lender pursuant to the Existing Agreement and the Loans made by any other Lender shall be evidenced (i) upon written request if Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). The Borrower hereby reaffirms its obligations under the Existing Notes and the parties agree that (i) the Existing Notes shall mean the Note or constitute Revolving Notes and Swingline Notes, if anyas applicable, for all purposes hereunder and under the other Credit Documents, (ii) anything in the Existing Notes to the extent issued (contrary notwithstanding, interest thereon shall be paid at the rates and not returned to Borrower for cancellation) hereunder, as at the same may be amended, modified, divided, supplemented and/or restated from time to time; times provided in Section 1.08 and (iii) upon written request the Existing Notes shall be entitled to the benefits of this Agreement and the other Credit Documents and secured by any Lenderthe Security Documents. Notwithstanding the foregoing, and in any event within ten (10) Business Days of any such request, the Borrower shall execute and deliver a Note in replacement of an Existing Note to any Lender which requests the same. (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower (or if the Co-Borrower is formed in accordance with Section 8.04(b), by the Borrower and Co-Borrower on a joint and several basis in accordance with Section 1.05(f)), (ii) be payable to such Lender new Notes or its registered assigns and be dated the date of issuance, (on substantially the same terms and iii) be in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the Commitment of such new Notes shall not exceed Lender (or if issued after the aggregate termination thereof, be in a stated principal amount equal to the outstanding principal amount of the Notes outstanding at Revolving Loans of such Lender on the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt date of the replacement Notes; and issuance thereof) and be payable in Dollars in the principal amount of Revolving Loans evidenced thereby from time to time, (iv) upon receipt mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Rate Loans, destructionas the case may be, loss 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 and secured by the Security Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower (or theft if the Co-Borrower is formed in accordance with Section 8.04(b), by the Borrower and the Co-Borrower on a joint and several basis in accordance with Section 1.05(f)), (ii) be payable to the order of the Swingline Lender and be dated the date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the principal amount of Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans 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 and secured by the Security Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes and endorse on the ownership thereofreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Borrower shall, upon Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the written request of the holder delivery of such Notes, execute and deliver . No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in replacement thereof new Notes in any manner impair the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery obligations of the replacement NotesBorrower to pay the 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 guaranty therefor provided pursuant to the Subsidiaries Guaranty. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d) of this Section 1.

Notes. Borrower agrees that: (ia) upon written request Each Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender to such Borrower for a promissory note or other evidence of indebtedness is shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Revolving Loans, by a promissory note or notes duly executed and delivered by each Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by the US Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued by each Borrower to each Lender shall mean (i) be executed by such Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Note or NotesEffective Date (or, if anyissued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the extent Revolving Loan Commitment of such Lender, (iv) with respect to each Revolving Loan evidenced thereby, be payable in the respective Approved Currency in which such Revolving Loan was made, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 1.08, (vii) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued by the US Borrower to the Swingline Lender shall (i) be executed by the US Borrower, (ii) be payable to the Swingline Lender or its registered assigns and not returned be dated the Effective Date, (iii) be in a stated principal amount (expressed in Dollars) equal to Borrower for cancellation) hereunder, as the same may Maximum Swingline Amount and be amended, modified, divided, supplemented and/or restated payable in Dollars and in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of mature on the mutilationSwingline Expiry Date, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes (v) bear interest as provided in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.appropriate clause of

Notes. Borrower agrees that: (a) The Loans made by each Lender shall be evidenced (i) upon written request in the case of Tranche A Term Loans, by any a Tranche A Term Note appropriately completed in substantially the form of Exhibit A-1, (ii) in the case of Tranche B Term Loans, by a Tranche B Term Note appropriately completed in substantially the form of Exhibit A-2, (iii) in the case of Revolving Loans, by a Revolving Note appropriately completed in substantially the form of Exhibit A-3, and (iv) in the case of the Swingline Loans, by a Swingline Note appropriately completed in substantially the form of Exhibit A-4. (b) Each Tranche A Term Note issued to a Tranche A Term Lender shall (i) be executed by the Borrower, (ii) be payable to Borrower for a promissory note or other evidence the order of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (iii) be dated as of the Closing Date (or, in the case of a Tranche A Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in any event within ten (10) Business Days of any such request) execute and deliver a stated principal amount equal to such Lender an appropriate promissory note or notes substantially Lender’s Tranche A Term Loan Commitment (or, in the form attached hereto as Exhibit D; (ii) all references to case of a Tranche A Term Note or Notes issued after the Closing Date, in the Loan Documents shall mean the Note or Notes, if any, an amount equal to the extent issued unpaid principal amount of such Lender’s Tranche A Term Loan), (and not returned to Borrower for cancellationv) hereunderbear interest in accordance with the provisions of Section 2.8, as the same may be amended, modified, divided, supplemented and/or restated applicable from time to time;time to the Tranche A Term Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Tranche B Term Note issued to a Tranche B Term Lender with a Tranche B Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) upon written request by any Lenderbe dated as of the Closing Date (or, in the case of a Tranche B Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver a stated principal amount equal to such Lender new Notes Lender’s Tranche B Term Loan Commitment (on substantially or, in the same terms and case of a Tranche B Term Note issued after the Closing Date, in substantially an amount equal to the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate unpaid principal amount of such new Notes shall not exceed Lender’s Tranche B Term Loan), (v) bear interest in accordance with the aggregate principal amount provisions of Section 2.8, as the same may be applicable from time to time to the Tranche B Term Loan made by such Lender, and (vi) be entitled to all of the Notes outstanding at benefits of this Agreement and the time other Credit Documents and subject to the provisions hereof and thereof. (d) Each Revolving Note issued to a Revolving Credit Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such request is made; and providedLender, further, that such Notes that are to (iii) be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt dated as of the replacement Notes; and Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) upon receipt be in a stated principal amount equal to such Lender’s Revolving Credit Commitment, (v) bear interest in accordance with the provisions of evidence reasonably satisfactory Section 2.8, as the same may be applicable from time to Borrower time to the Revolving Loans made by such Lender, and (vi) be entitled to all of the mutilation, destruction, loss or theft benefits of any Notes this Agreement and the ownership other Credit Documents and subject to the provisions hereof and thereof. (e) The Swingline Note shall (i) be executed by the Borrower, Borrower shall, upon (ii) be payable to the written request order of the holder Swingline Lender, (iii) be dated as of such Notesthe Closing Date, execute and deliver (iv) be in replacement thereof new Notes a stated principal amount equal to the Swingline Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same formmay be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (f) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the same original event of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery Type of the replacement Loans evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower’s obligations under this Agreement or the Notes.

Notes. Borrower agrees that:​ (a) The Borrower’s obligation to pay the principal of and interest on the Loan to the Lenders shall be evidenced by a blank promissory note substantially in the form of Annex B (each, a “Note”). Each Note shall be valid and enforceable as to its principal amount at any time only to the extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to interest, only to the extent of the interest accrued and unpaid thereon. Each Note shall be (i) upon written request by any payable to a Lender, (ii) dated the Disbursement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Disbursement Date, the Borrower shall provide to the Administrative Agent for distribution to each Lender (i) a duly executed Note for such Lender and (ii) a duly executed Instructions Letter substantially in the form of Annex C, pursuant to which the Borrower authorizes such Lender to Borrower for complete its Note issued in accordance with this Section 2.06. ​ (b) In case of loss, theft, partial or complete destruction or mutilation of a promissory note or other evidence of indebtedness is requested by Agent for Note, the benefit of all or any affected Lender shall be entitled to evidence request to the Loan Borrower, and other Obligations owing or payable to, or to be made by such Lender, the Borrower shall promptly (and but in any event within ten (10) Business Days of any such requestnotice) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Noteslieu thereof a new Note, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilatedlost, destroyedstolen, destroyed or mutilated Note, in replacement of the Note; provided that, in the case of any mutilated Note, such mutilated Note shall be returned to the Borrower. Each Lender shall, prior to delivery of any replacement Note by the Borrower also comply with the procedures established by articles 802 to 821 of the Commercial Code and 398 of Law 1564 of 2012 (Código General del Proceso) or any other Applicable Law in connection with the case of loss, theft, partial or complete destruction or mutilation of a Note. In the event that any lost or stolen Note is subsequently found, such Lender shall cancel such Note and deliver such cancelled Note to the Borrower; provided further that the Borrower shall have already delivered a substitute Note to the Administrative Agent. In the event of execution and delivery of a new Note as contemplated by ​ ​ ​ ​ this clause (b), such Lender shall reimburse and indemnify the Borrower for and against any and all direct liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Borrower as a result of any negotiation with, or presentation by, any Person for collection of any sums due under or with respect to such Lender’s original Note being lost or stolen; , excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements caused by the Borrower. All replacement Notes issued in connection with this Agreement shall be signed by an Authorized Officer of the Borrower. ​ (c) The payment of any part of the principal of any such Note shall discharge the obligation of the Borrower under this Agreement to pay the portion of the principal of the Loan evidenced by such Note pro tanto, and the payment of any principal of the Loan in accordance with the terms hereof shall discharge the obligations of the Borrower under the Notes evidencing the Loan pro tanto. (d) Upon discharge of all obligations of the Borrower under the Loan, the Lenders shall cancel all the Notes and promptly return them to the Borrower. (e) The Notes shall only be sold, assigned or transferred in accordance with the provisions of this Agreement and Applicable Law. ​ (f) Each Lender agrees and covenants that it will not complete or seek enforcement of its Notes other than in accordance with the instructions set forth in the corresponding Instructions Letter. ​ (g) In the case of a permitted assignment pursuant to Section 11.03, (i) if requested by the assignee and if such assignment is of the aggregate Disbursement amount(s) held by the assigning Lender, the Lender shall deliver to the Administrative Agent for further delivery to the Borrower concurrently with the execution and delivery by the Borrower to the Administrative Agent of the new Notes in the manner contemplated in clause (ii) below, the Note held by such assigning Lender evidencing the Disbursement (for any assigning Lender, together with the related Instructions Letter, the “Existing Notes” of such assigning Lender) and (ii) if requested by the assigning Lender or the relevant assignee, the Administrative Agent shall as promptly as reasonably practicable request that the Borrower, and the Borrower hereby agrees to, execute and deliver to the Administrative Agent as promptly as reasonably practicable (for further delivery to such assigning Lender (if applicable) and such assignee) a new Note or Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If (together with the related Instructions Letter) evidencing the Disbursement(s) held by such assigning Lender (if applicable) and such assignee (in exchange for Existing Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery the extent such assignment is of the replacement Notes.aggregate amount of Disbursement(s) held by the assigning Lender). ​

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is If requested by Agent for a Lender, the benefit Revolving Loans of such Lender shall be evidenced by separate revolving promissory notes of Borrower in favor of the Revolving Lenders in substantially the form of Exhibit A-1 (“Revolving Loan Notes”), the Term Loans of such Lender shall be evidenced by separate term promissory notes of Borrower in favor of the Term Lenders in substantially the form of Exhibit A-2 hereto (“Term Loan Notes”), and the Swing Line Loans of such Lender shall be evidenced by the Swing Line Note in substantially the form of Exhibit A-3 hereto (“Swing Line Note”), each initially dated as of even date with this Agreement and completed with appropriate insertions (collectively, the Revolving Loan Notes, the Term Loan Notes, the Swing Line Note, any substitute or replacement notes therefor and any new Revolving Loan Notes or Term Loan Notes issued in connection with the increase of the Revolving Commitment or the Term Commitment, or both, pursuant to §2.9 of this Agreement, the “Notes”). A Revolving Loan Note shall be payable to the order of each Revolving Lender in the principal face amount equal to such Lender’s Revolving Commitment, or, if less, the outstanding amount of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be Revolving Loans made by such Lender, plus interest accrued thereon, as set forth below. A Term Loan Note shall be payable to the order of each Lender in the principal face amount equal to such Lender’s Term Commitment, or, if less, the outstanding amount of all Term Loans made by such Lender, plus interest accrued thereon, as set forth below. The Swing Line Note shall be payable to the order of the Swing Line Lender in the principal face amount equal to the Swing Line Commitment, or, if less, the Outstanding amount of all Swing Line Loans made by Swing Line Lender, plus interest accrued thereon, as set forth in §2.1(c)(ii). Each such Note shall be issued by Borrower to the applicable Lender and shall promptly (be duly executed and in any event within ten (10) Business Days delivered by an authorized officer of Borrower. Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any such request) execute and deliver to such Lender Loan or the time of receipt of any payment of principal thereof, an appropriate promissory note or notes substantially in notation on Agent’s Record reflecting the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount making of such new Notes shall not exceed Loan or the aggregate principal receipt of such payment. The Outstanding amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Loans set forth on Agent’s receipt Record shall be prima facie evidence of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount thereof owing and dated unpaid to each Lender, but the same date as failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the Notes so mutilatedobligations of Borrower, destroyed, lost hereunder or stolen; and such Notes so mutilated, destroyed, lost under any Note to make payments of principal of or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesinterest on any Note when due.

Notes. Borrower agrees that: Company shall execute and deliver on the Effective Date (i) upon written request by any to each Lender (or to Borrower for a promissory note or other evidence of indebtedness is requested by Administrative Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such that Lender, Borrower shall promptly ) (and in any event within ten (10a) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes a Term A Note substantially in the form attached of Exhibit IV annexed hereto, to evidence that Lender's Term A Loan, in the principal amount of that Lender's Term A Loan and with other appropriate insertions, (b) a Term B Note substantially in the form of Exhibit V annexed hereto, to evidence that Lender's Term Loan, in the principal amount of that Lender's Term B Loan and with other appropriate insertions, (c) a Term C Note substantially in the form of Exhibit VI annexed hereto, to evidence that Lender's Term C Loan, in the principal amount of that Lender's Term C Loan and with other appropriate insertions, and (d) a Revolving Note substantially in the form of Exhibit VII annexed hereto as Exhibit D; to evidence that Lender's Revolving Loans, in the principal amount of that Lender's Revolving Loan Commitment and with other appropriate insertions, and (ii) all references to Swing Line Lender, a Swing Line Note or Notes substantially in the Loan Documents shall mean form of Exhibit VIII annexed hereto to evidence Swing Line Lender's Swing Line Loans, in the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes Swing Line Loan Commitment and with other appropriate insertions, in each case with appropriate insertions to effect such Lender's outstanding at Term Loans and Revolving Loans after giving effect to the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt continuation of the replacement Term Loans and Revolving Loans pursuant to this Agreement. As promptly after the Effective Date as practicable, each Existing Lender shall surrender to Company any Term A Notes; and (iv) upon receipt of evidence reasonably satisfactory , Term B Notes, Term C Notes, Revolving Notes and/or Swing Line Note issued to Borrower of such Existing Lender pursuant to the mutilation, destruction, loss or theft of any Existing Credit Agreement. The Notes and the ownership thereofObligations evidenced thereby shall be governed by, Borrower shall, upon the written request subject to and benefit from all of the holder terms and conditions of such Notes, execute this Agreement and deliver in replacement thereof new Notes the other Loan Documents and shall be guarantied and/or secured by the Collateral as provided in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoan Documents.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans shall be evidenced (i) upon written request if A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, an "A Term Note" and, collectively, the "A Term Notes"), and (ii) all references to Note or Notes if B Term Loans, by a promissory note substantially in the Loan Documents shall mean form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "B Term Note" and, collectively, the "B Term Notes"). (b) The A Term Note or Notes, if any, issued to the extent issued Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Lender and not returned to Borrower for cancellation) hereunderbe dated the Closing Date, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request be in a stated principal amount equal to the A Term Loan made by any the Lender, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.4, (vi) be subject to voluntary prepayment and mandatory repayment as provided herein and (vii) be entitled to the benefits of this Agreement and the other Loan Documents. (c) The B Term Note issued to the Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Lender and be dated the Closing Date, (iii) be in any event within ten a stated principal amount equal to the B Term Loan Commitment and be payable in the principal amount of B Term Loans evidenced (10d) Business Days The Lender will, and is hereby authorized by the Borrower to, endorse on the schedule attached to each Note, or otherwise record in the Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from the Lender, as well as the date and amount of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts prepayment or denominations as Agent shall specify in its sole discretionrepayment with respect thereto; provided, that the aggregate principal amount failure to make any such notation or any error in such notation shall not affect the Borrower's obligation in respect of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender to Borrower for a promissory note or other evidence of indebtedness is shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly be evidenced (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Term Loans, by a promissory note or notes duly executed and delivered by the Borrower substantially in the form attached hereto as of Exhibit D; B with blanks appropriately completed in conformity herewith (each a “Term Note” and, collectively, the “Term Notes”) and (ii) all references to Note or Notes if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit C, with blanks appropriately completed in conformity herewith (each a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Term Note shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent issued (order of such Lender and not returned to Borrower for cancellation) hereunderbe dated the Initial Borrowing Date, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and be in any event within ten (10) Business Days a stated principal amount equal to the Term Loan of any such request, Borrower shall execute and deliver to such Lender new on the Initial Borrowing Date (or, in the case of Term Notes (on substantially issued after the same terms and Initial Borrowing Date, be in substantially a stated principal amount equal to the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Term Loans of such new Notes shall not exceed Lender on the aggregate date of the issuance thereof) and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedTerm Loan evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the mutilationTerm Loan evidenced thereby, destruction(vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Revolving Note shall (i) be executed by the Borrower, loss or theft (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Revolving Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Revolving Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes and shall be delivered only to Lenders that at any time specifically request the ownership thereof, Borrower shall, upon the written request of the holder delivery of such Notes, execute and deliver . No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in replacement thereof new Notes in any manner impair the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery obligations of the replacement Notes.Borrower to pay the Loans (and all related Obligations) incurred by the Borrower that 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 Credit

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Term Loans, by a promissory note or notes duly executed and delivered by the Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a " Term Note" and, collectively, the Term Notes"), (ii) all references to Note or Notes if Revolving 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 herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (iii) if Swingline 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 (the "Swingline Note"). (b) The Term Note issued to each Lender that has a Term Loan Documents Commitment or outstanding Term Loans shall mean (i) be executed by the Note Borrower, (ii) be payable to such Lender or Notesits registered assigns and be dated the Initial Borrowing Date (or, if anyissued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the extent 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 principal amount of 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 Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 5.01, modifiedand mandatory repayment as provided in Section 5.02, dividedand (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) [Intentionally omitted.] (d) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, supplemented and/or restated (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 the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 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 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (iiif) upon written request Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation or any error in such notation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) upon written request if General Revolving Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; A-1 with blanks appropriately completed in conformity herewith (each a "GENERAL REVOLVING NOTE" and, collectively, the "GENERAL REVOLVING NOTES"), and (ii) all references to Note or Notes if Swing Line Revolving Loans, by a promissory note substantially in the Loan Documents shall mean form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the "SWING LINE REVOLVING NOTE"). (b) The General Revolving Note or Notes, if any, issued to a Lender with a General Revolving Commitment shall: (i) be executed by the Borrower; (ii) be payable to the extent issued order of such Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a stated principal amount equal to the General Revolving Commitment of such Lender and not returned to Borrower for cancellationbe payable in the principal amount of General Revolving Loans evidenced thereby; (iv) hereundermature on the Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans and Eurodollar Loans, as the same case may be, evidenced thereby; (vi) be amended, modified, divided, supplemented and/or restated from time subject to time;mandatory prepayment as provided in section 5.2: and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swing Line Revolving Note issued to the Swing Line Lender shall: (i) be executed by the Borrower; (ii) be payable to the order of such Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) upon written request by any Lender, and be in any event within ten (10) Business Days a stated principal amount equal to the Swing Line Revolving Commitment of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially and be payable in the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Swing Line Revolving Loans evidenced thereby; (iv) mature as to any Swing Line Revolving Loan evidenced thereby on the maturity date, not later than the 30th day following the date such new Notes shall not exceed Swing Line Revolving Loan was made, specified in the aggregate applicable Notice of Borrowing; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans or Money Market Rate Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 5.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any Note, endorse on the reverse side thereof or the grid attached thereto the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. (a) At the request of any Bank, the Borrower’s obligation to pay the principal of, and interest on, the Loans made by such Bank to the Borrower agrees that: shall be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each a “Term Note” and, collectively, the “Term Notes”), (ii) if Revolving 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 herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued by the Borrower to any Bank that has a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Term Loan Commitment of such Bank on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the outstanding Term Loans of such Bank at such time), (iv) mature on the Term Loan 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 Guaranties and be secured by the Security Documents. (c) The Revolving Note issued by the Borrower to any Bank that has a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank, (iv) mature on the Revolving Loan 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 Guaranties and be secured by the Security Documents. (d) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans 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 Guaranties and be secured by the Security Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the respective Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or other evidence elsewhere in this Agreement, Notes shall only be delivered to Banks which at any time specifically request the delivery of indebtedness is requested such Notes. No failure of any Bank to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by Agent for the benefit Borrower which would otherwise be evidenced thereby in accordance with the requirements of all this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any Lender time when any Bank requests the delivery of a Note to evidence any of its Loans, the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall (at its expense) promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially the respective Bank the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Company's obligation to pay the principal of, and interest on, all the Loans made by each Bank shall be evidenced by (i) upon written request by any Lender to Borrower for if a Revolving Loan, a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes Company substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes if Swingline Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Bank with a Revolving Loan Documents Commitment shall mean (i) be executed by the Note or NotesCompany, if any, (ii) be payable to the extent issued order of such Bank and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and not returned to Borrower for cancellation) hereunder, as be payable in the same may be amended, modified, divided, supplemented and/or restated principal amount of the Revolving Loans evidenced thereby from time to time;, (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 mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount of such new Notes shall not exceed equal to the aggregate Maximum Swingline Amount and be payable in the principal amount of the Notes outstanding at the time such request is made; and providedSwingline Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the mutilationBase Rate Loans evi- denced thereby, destruction(vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, loss or theft and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes and endorse on the ownership thereof, Borrower shall, upon reverse side thereof the written request outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or endorsement shall not affect the holder Company's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (i) upon written request Each Purchase under the Facility shall be evidenced by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be grid notations made by such Lenderthe holder of each applicable Note (corresponding to each Notice of Purchase) in one of five promissory notes of the Issuer, Borrower shall promptly (and in any event within ten (10) Business Days dated as of any such request) execute and deliver to such Lender an appropriate promissory note or notes the Closing Date, substantially in the form attached hereto of Exhibit A-1 ("BANK NOTE ONE"), Exhibit A-2 ("BANK NOTE TWO"), Exhibit A-3 (the "TRANCHE D-NOKIA NOTE"), Exhibit A-4 (the "TRANCHE D-SIEMENS NOTE") or Exhibit A-5 (the "TRANCHE D-ALCATEL NOTE"), payable to the Initial Purchaser or the relevant Tranche D Lender, as Exhibit D;the case may be. The portion of any Purchase representing interests in Tranches A1 through C shall be represented by the Bank Notes, and the portion of any Purchase relating to any Tranche D Lender's Tranche D Commitment shall be represented by such Tranche D Lender's respective Tranche D Note (which Tranche D Note may be purchased directly by such Tranche D Lender or, to the extent not purchased directly by such Tranche D Lender, by the Initial Purchaser subject to the Tranche D Participation Agreement). Each Bank Note shall consist of a Tranche A interest (representing 2/6 of the principal amount thereof and comprised of equal Tranche A1 and Tranche A2 interests), a Tranche B interest (representing 3/6 of the principal amount thereof and comprised of equal Tranche B1, Tranche B2 and Tranche B3 interests) and a Tranche C interest (representing 1/6 of the principal amount thereof). Each Tranche D Note shall consist of a Tranche D interest (representing the entire principal amount thereof). (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (The grid notations made on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent respect of each Purchase shall specify in its sole discretion; provided, that evidence the aggregate principal amount of such new Notes Purchase and shall not exceed be duly completed with respect to the portion of such Purchase corresponding to each Supplier's Aggregate Financing, as follows (the Purchase allocation set forth below being the "BANK NOTE ONE ALLOCATION METHOD"): (A) if, after giving effect to the portion of such Purchase relating to a Supplier's Aggregate Financing, the aggregate principal amount outstanding relating to such Supplier's Aggregate Financing will not exceed 60% of such Supplier's Aggregate Financing, then the portion of such Purchase representing such Supplier's Aggregate Financing shall be evidenced by a grid notation in each of Bank Note One (representing 700/1425 of the Notes outstanding at principal amount of such portion) and the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt relevant Tranche D Note of the replacement Notesrelevant Tranche D Lender in respect of such Supplier (representing 725/1425 of the principal amount of such portion of such Purchase), and in each case such portion of such Purchase shall be funded in such amounts under Bank Note One and under such Tranche D Lender's Tranche D Note; (B) if, after giving effect to the portion of such Purchase relating to a Supplier's Aggregate Financing, the aggregate principal amount outstanding relating to such Supplier's Aggregate Financing will exceed 60% of such Supplier's Aggregate Financing but the amount thereof evidenced by a grid notation on Bank Note One will not exceed such Supplier's Aggregate Bank Portion, then the portion of such Purchase not exceeding 60% of such Supplier's Aggregate Financing (if any) shall be evidenced by a grid notation in each of Bank Note One and the relevant Tranche D Note of the relevant Tranche D Lender in respect of such Supplier (as described in subclause (A) above) and the portion of such Purchase exceeding 60% of such Supplier's Aggregate Financing shall be evidenced by a grid notation in Bank Note One (representing the entire amount of such excess), and in each case such portion of such Purchase shall be funded in such amounts under Bank Note One and under such Tranche D Lender's Tranche D Note; and (ivC) upon receipt if, after giving effect to the portion of evidence reasonably satisfactory such Purchase relating to Borrower a Supplier's Aggregate Financing, the aggregate principal amount outstanding relating to such Supplier's Aggregate Financing which would otherwise be evidenced by a grid notation on Bank Note One will exceed such Supplier's Aggregate Bank Portion, then the portion of such Purchase not exceeding 60% of such Supplier's Aggregate Financing (if any) shall be evidenced by a grid notation in each of Bank Note One and the relevant Tranche D Note of the mutilationrelevant Tranche D Lender in respect of such Supplier (as described in subclause (A) above), destruction, loss or theft the portion of any Notes such Purchase exceeding 60% of such Supplier's Aggregate Financing shall be evidenced by a grid notation in Bank Note One (as described in subclause (B) above) until the aggregate amounts so evidenced for such Supplier equals the relevant Supplier's Aggregate Bank Portion and the ownership thereof, Borrower shall, upon portion of such Purchase exceeding such Supplier's Aggregate Bank Portion shall be evidenced by a grid notation in the written request relevant Tranche D Note of the holder relevant Tranche D Lender in respect of such Supplier in the name of the Initial Purchaser (subject to the Tranche D Participation Agreement) or such Tranche D Lender, as the case may be (and subject to the provisions of Section 2.01(i)), and in each case such portion of such Purchase shall be funded in such amounts under Bank Note One and under such Tranche D Lender's Tranche D Note. (iii) A Participant (other than Tranche D Lenders) may elect, prior to the Closing Date, to purchase its Bank Commitment in the form of a participation in Bank Note Two, rather than Bank Note One, in order to accelerate the timing of its Purchases under this Agreement. If any such Participant(s) so elects to purchase a participation in Bank Note Two, then on the Closing Date the Issuer will issue (A) Bank Note Two in a principal amount equal to the aggregate amount of the Bank Commitments that all such Participant(s) have elected to hold in the form of participations in Bank Note Two and (B) Bank Note One in a principal amount equal to the Initial Purchaser Commitment minus the amount of Bank Note Two. On each Purchase Date, the allocation of the applicable Purchase in respect of both Bank Note One and Bank Note Two shall be made pursuant to the Bank Note One Allocation Method, except that (x) the portion of such Purchase that would have been evidenced by a grid notation on the Tranche D Lender's Tranche D Note and funded under such Tranche D Note in accordance with the Bank Note One Allocation Method shall instead be evidenced by a grid notation on Bank Note Two and funded under Bank Note Two, until the entire amount of Bank Note Two has been purchased (other than an amount equal to $1,000,000 in aggregate of such Purchases, which shall be funded on the initial Purchase Date under the Tranche D Notes, execute pro rata based on the Tranche D Lenders' respective Tranche D Commitments) and deliver in replacement thereof new Notes in (y) the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and portion of such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced Purchase that would have been mutilatedevidenced by a grid notation on Bank Note Two and funded under Bank Note Two in accordance with the Bank Note One Allocation Method (if Bank Note Two were allocated identically to Bank Note One thereunder), they but for the allocation under clause (x) above, shall instead be surrendered to Borrower after delivery of evidenced by a grid notation on the replacement Notesapplicable Tranche D Lender's Tranche D Note and funded under such Tranche D Note.

Notes. Borrower agrees that: (i) upon written Any Lender may request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for that the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or Loans to be made by such Lender to the Fund Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of the Maximum Commitment or (ii) if payable to a Lender, Borrower shall promptly be in the amount of aggregate Commitments of such Lender; (and b) be payable to (i) Administrative Agent for the account of the Lenders or their registered assigns at the principal office of Administrative Agent or (ii) if requested at such times as there is only one Lender, such Lender; (c) bear interest in any event within ten accordance with Section 2.05; (10d) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes be substantially in the form of Exhibit A attached hereto as Exhibit D; (with blanks appropriately completed in conformity herewith); and (e) be made by the appropriate Fund Party. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the amount of the Loans to be advanced to such Qualified Borrower; (B) be payable to (i) Administrative Agent for the account of the Lenders or their registered assigns, at the principal office of Administrative Agent or (ii) all references to Note or Notes if requested (at such times as there is only one Lender), such Lender; (C) bear interest in accordance with Section 2.05; (D) be substantially in the Loan Documents shall mean the Note or Notesform of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith); and (E) be duly executed by such Qualified Borrower. Each Fund Party agrees, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such NotesAdministrative Agent or any applicable Lender, execute and deliver in replacement thereof to reissue new Notes to Administrative Agent or such Lender (in accordance with Section 12.11) in substitution for the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and Note previously issued by such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunderFund Party. If the Notes being replaced have been mutilated, they Any issuance of a Note to a Lender shall be surrendered pursuant to Borrower after delivery of the replacement Notesthis Section 3.01.

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (ii) in the case of Swingline 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 herewith (the "Swingline Note"). (b) The Revolving 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 the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall promptly affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event within ten be required to make the notations otherwise described in preceding clause (10d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) Business Days of any such request) promptly execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Company's obligation to pay the principal (including any PIK Interest Amount) of, Make-Whole Amount (if any) and interest on all the Notes issued by any Lender to Borrower for it shall be evidenced by a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable toNote, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D;A, duly executed and delivered by the Company with blanks appropriately completed in conformity herewith. (iib) Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of any Note, and (in case of loss, theft or destruction) of indemnity satisfactory to it (the relevant Investor's undertaking shall be satisfactory indemnity in case of loss, theft or destruction of any Note owned by such Investor), and upon reimbursement to the Company of all references to reasonable expenses incidental thereto, and upon surrender and cancellation of such Note, if mutilated, the Company will pay any unpaid principal, Make-Whole Amount (if any), interest and prepayment charge then or theretofore due and payable on such Note or Notes and will deliver in lieu of such Note a new Note in the Loan Documents shall mean remaining unpaid principal amount thereof and carrying the Note or Notes, if any, same rights to interest (unpaid and to accrue). (c) Except to the extent issued (and not returned to Borrower for cancellation) hereunderotherwise provided herein, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days each payment of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at (including any PIK Interest Amount) by the time such request is made; Company shall be made for account of the Investors pro rata in accordance with the respective unpaid principal amounts of the Notes held by them and provided, further, that each payment of interest on the Notes (including any PIK Interest Amount) by the Company shall be made for account of the Investors pro rata in accordance with the amounts of interest on such Notes that are then due and payable to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesrespective Investors.

Notes. (a) The Borrower agrees that: (i) , upon written the request to the Administrative Agent by any Lender made on or prior to Borrower for a promissory note the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans) or other evidence of indebtedness is requested by Agent for the benefit of all or in connection with any Lender assignment pursuant to Section 11.6(b), in order to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender’s Loan, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) will execute and deliver to such Lender an appropriate a promissory note or notes substantially in the form attached hereto as of Exhibit D; A (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereundereach, as the same may be amended, modifiedsupplemented, divided, supplemented and/or restated replaced or otherwise modified from time to time; , a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) upon written request by any Lenderin respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date and, (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date and (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b) or, (c) or (d), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any event within ten Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. 1002368556v5 #88946885v8 (10b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Days of any such requestDay, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms immediately preceding Business Day) and in substantially the same formprincipal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) and/or divide opposite the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; providedapplicable installment dates (or, that if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans #88946885v8 (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such new Notes shall not exceed Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans 1002368556v5 #88946885v8 (d) The unpaid aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they Tranche C Term Loans shall be surrendered to Borrower after delivery of repaid in full on the replacement NotesTranche C Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day).

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; A-1 with blanks appropriately completed in conformity herewith (each a "Term Note" and collectively the "Term Notes"), (ii) all references to Note or Notes if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents shall mean form of Exhibit A-2, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and collectively the Note or "Revolving Notes") and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note, if any, issued to each Bank shall (i) be payable to the extent issued order of such Bank and be dated the Effective Date, (and not returned ii) be in a stated principal amount equal to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount amount, if any, of the Existing Term Loans and additional Term Loans made by such new Notes shall not exceed Bank and be payable in the aggregate principal amount of the Notes outstanding at Term Loans evidenced thereby, (iii) mature on the time such request is made; and providedFinal Maturity Date, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.8 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby, (v) be subject to mandatory repayment as provided in Section 4.2 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note, if any, issued to each Bank shall (i) be payable to the order of such Bank and be dated the Effective Date, (ii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the RL Expiry Date, (iv) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (v) be subject to mandatory repayment as provided in Section 4.2 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note shall (i) be payable to the order of BTCo and be dated the Effective Date, (ii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (iii) mature on the Swingline Termination Date, (iv) bear interest as provided in Section 1.8(a) and (v) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby and the ownership thereof, Borrower shall, upon the written request last date or dates on which interest has been paid in respect of the holder Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such NotesLoans, execute and deliver in replacement thereof new Notes in or affect the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and validity of such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery transfer by any Bank of the replacement Notessuch Note.

Notes. Borrower agrees that: (ia) upon written request Each Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender to such Borrower for a promissory note or other evidence of indebtedness is shall be evidenced in the Register maintained by the Agent pursuant to Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Revolving Loans, by a promissory note or notes duly executed and delivered by such Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by such Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The Revolving Note issued to each Lender shall mean (i) be executed by each Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Note or NotesRestatement Effective Date (or, if anyissued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the extent Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving 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 not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02, dividedand (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by each Borrower, supplemented and/or restated (ii) be payable to the Swingline Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (iiid) upon written request Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation or any error in such notation shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of affect any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Each Borrower agrees that: (i) upon written request notice by any Lender Agent to Borrower for Borrowers that a promissory note or other evidence of indebtedness is requested by Agent (for the benefit itself or on behalf of all or any Lender Lender) to evidence the Loan and other Obligations owing or payable to, or to be made by by, such Lender, Borrower Borrowers shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender Agent an appropriate promissory note or notes in form and substance reasonably acceptable to Agent and Borrowers and substantially in the form of Exhibit E attached hereto hereto, payable to the order of Agent (or such Lender, as Exhibit Dapplicable) in a principal amount equal to the amount of the Loan owing or payable to Agent (or such Lender, as applicable); (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower the Borrowers for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time;; and (iii) upon Agent’s written request by (for itself, or on behalf of any Lender), and in any event within ten (10) Business Days of any such request, Borrower Borrowers shall execute and deliver to such Lender Agent new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole and absolute discretion; provided, provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower the Borrowers within ten (10) days a reasonable period of time after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. (a) The Borrower agrees that: (i) , upon written the request to the Administrative Agent by any Lender made on or prior to Borrower for a promissory note the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed #94013791v1296130652v5 1008495241v11008495241v6 Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans), the Eighth Amendment Closing Date (in the case of requests relating to the Tranche G Term Loans), the Tenth Amendment Closing Date (in the case of requests relating to the Tranche H Term Loans) or other evidence of indebtedness is requested by Agent for the benefit of all or in connection with any Lender assignment pursuant to Section 11.6(b), in order to evidence such ▇▇▇▇▇▇’s Loan, the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) will execute and deliver to such Lender an appropriate a promissory note or notes substantially in the form attached hereto as of Exhibit D; A (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereundereach, as the same may be amended, modifiedsupplemented, divided, supplemented and/or restated replaced or otherwise modified from time to time; (iii) upon written request by any Lender, a “Note”), in each case with appropriate insertions therein as to payee, date and in any event within ten (10) Business Days of any such requestprincipal amount, Borrower shall execute and deliver payable to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a principal amount of such new Notes shall not exceed equal to the aggregate unpaid principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are applicable Loans made (or acquired by assignment pursuant to be replaced shall then be deemed no longer outstanding hereunder and replaced Section 11.6(b)) by such new Notes and returned Lender to Borrower within ten the Borrower. Each Note (10i) days after Agent’s receipt in respect of Initial Term Loans shall be dated the replacement Notes; and Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) in respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, (iv) upon receipt in respect of evidence reasonably satisfactory Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date, (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date and, (ix) in respect of Tranche G Term Loans shall be dated the Eighth Amendment Closing Date and (x) in respect of Tranche H Term Loans shall be dated the Tenth Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Borrower Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request aggregate initial principal amount of the holder of such Notes, execute and deliver in replacement thereof new Notes in Initial Term Loans on the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.Closing Date #94013791v1296130652v5 1008495241v11008495241v6

Notes. Borrower agrees that: (a) The Borrowers’ obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.7(c) and shall be evidenced (i) upon written request if Acquisition Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a “Acquisition Note” and, collectively, the “Acquisition Notes”), (ii) all references to Note or Notes if Revolving Loans, by a promissory note substantially in the Loan Documents form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Acquisition Note issued to each Acquisition Lender shall mean (i) be executed by the Borrowers, (ii) be payable to such Lender or its permitted registered assigns and be dated the Effective Date (or, in the case of any Acquisition Note or Notesissued after the Effective Date, if anythe date of issuance thereof), (iii) be in a stated principal amount equal to the extent Acquisition Loan Commitment of such Lender on the Effective Date (or, in the case of any Acquisition Note issued (after the Effective Date, in a stated principal amount equal to the outstanding principal amount of the Acquisition Loan of such Lender on the date of the issuance thereof) and not returned to Borrower for cancellation) hereunder, as be payable in the same may be amended, modified, divided, supplemented and/or restated principal amount of Acquisition Loans evidenced thereby from time to time;, (iv) mature on the Acquisition Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 5.1 and mandatory repayment as provided in Section 5.2 (including amortization of principal amounts as provided in Section 5.2(b)) and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RL Lender shall (i) be executed by the Borrowers, (ii) be payable to such RL Lender or its permitted registered assigns and be dated the date of issuance thereof, (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the Revolving Loan Commitment of such new Notes shall not exceed RL Lender and be payable in the aggregate principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 2.8 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.1 and mandatory repayment as provided in Section 5.2, and (vii) be entitled to the benefits of any Notes this Agreement and the ownership thereofother Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrowers, Borrower shall(ii) be payable to the Swingline Lender or its permitted registered assigns and be dated the Effective Date, upon (iii) be in a stated principal amount equal to the written request Maximum Swingline Amount and be payable in the principal amount of the holder of such Notesoutstanding Swingline Loans evidenced thereby, execute and deliver (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in replacement thereof new Notes Section 2.8 in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery respect of the replacement NotesBase Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.1 and mandatory repayment as provided in Section 5.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Bank, also be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each a "Term Note" and, collectively, the "Term Notes"), (ii) all references to Note or Notes if Revolving 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 herewith (each a "Revolving Note" and, collectively, the "Revolving Notes") and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to each Bank that has a Term Loan Documents Commitment or outstanding Term Loans shall mean (i) be executed by the Note Borrower, (ii) be payable to such Bank or Notesits registered assigns and be dated the Initial Borrowing Date (or, if anyissued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the extent Term Loans made by such Bank on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Term Loans of such Bank at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank with a Revolving Loan Commitment or with outstanding Revolving Loans shall (i) be executed by the Borrower, divided(ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date (or, supplemented and/or restated if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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. (d) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (iiie) upon written request Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation or any error in such notation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (i) B▇▇▇▇▇▇▇ agrees that upon written request notice by any Lender Agent to Borrower for B▇▇▇▇▇▇▇ that a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender L▇▇▇▇▇▇ to evidence the Loan and other Obligations Indebtedness owing or payable to, or to be made by such Lenderby, L▇▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate Agent a promissory note or notes substantially in favor of Agent, for the benefit of Lenders, in form attached hereto as Exhibit Dand substance acceptable to Agent in its Permitted Discretion; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon Agent’s written request by any Lenderrequest, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender Agent new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery Agent’s receipt of the replacement Notes; and if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in writing reasonably acceptable to Borrower to save them harmless in respect of such replaced Note.

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence The Notes of indebtedness is requested by Agent each Class (except for the benefit Class A-R Notes, the Class F Notes and the Class G Notes) sold to Qualified Purchasers that are not “U.S. persons” (as defined in Regulation S) outside the United States in reliance on Regulation S shall each be issued initially in the form of all or any Lender to evidence the Loan and other Obligations owing or payable toone permanent global Note per Class in definitive, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes fully registered form without interest coupons substantially in the applicable form attached hereto as Exhibit D;A-1 hereto (each, a “Regulation S Global Note”), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. (ii) all references The Notes of each Class (except for the Class A-R Notes, the Class F Notes and the Class G Notes) sold to Note or Notes Persons that are QIB/QPs shall each be issued initially in the Loan Documents form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Note”) and shall mean be deposited on behalf of the Note subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, Authenticating Agent as the same may be amended, modified, divided, supplemented and/or restated from time to time;hereinafter provided. (iii) upon written request by any LenderThe Class A-R Notes, the Class F Notes and the Class G Notes shall be issued in any event within ten (10) Business Days the form of any such requestone or more definitive, Borrower shall execute and deliver fully registered notes without coupons substantially in the applicable form attached as, with respect to such Lender new Notes (on substantially other than the same terms Class A-R Notes), Exhibit A-2 hereto and, with respect to the Class A-R Notes, Exhibit A-3 hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and in substantially authenticated by the same formTrustee or Authenticating Agent as hereinafter provided. (iv) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the The aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Regulation S Global Notes and the ownership thereof, Borrower shall, upon Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the written request records of the holder of such NotesTrustee or DTC or its nominee, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilatedcase may be, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesas hereinafter provided.

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.17 and, subject to the provisions of Section 1.05(f), shall be evidenced (i) upon written if Term Loans, by a promissory note substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"), (ii) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to each Lender with a Term Loan Commitment and/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, in the case of any Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender on the Initial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, in a stated principal amount equal to the sum of the Term Loan Commitment and the outstanding principal amount of the Term Loan of such Lender on the date of the issuance thereof) and be payable in the principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Term Loan 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 repayment as provided in Section 4.01 and manda- tory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RL Lender shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any Revolving Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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. (d) The Swingline Note issued to CSFB shall (i) be executed by the Borrower, (ii) be payable to CSFB or its registered assigns and be dated the Initial Borrowing Date (or, in the event the Swingline Note is issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans 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. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request by the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower for shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a promissory note or other evidence of indebtedness is requested by Agent for Note evidencing its outstanding Loans shall in no event be required to make the benefit of all or notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a "Term Note" and, collectively, the "Term Notes"), (ii) in the case of Revolving 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 herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (iii) in the case of Swingline 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 (the "Swingline Note"). (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 from time to time, (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) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving 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 the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby from time to time, (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. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially the respective Lender, at the Borrower's expense, the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender to Borrower for a promissory note or other evidence of indebtedness is shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, be evidenced (i) if Initial Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and collectively, the “Initial Term Notes”), (ii) if Revolving 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 herewith (each, a “Revolving Note” and collectively, the “Revolving Notes”) and (iii) if Swingline 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, a “Swingline Note” and collectively, the “Swingline Notes”). (b) The Initial Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Initial Term Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the respective Initial Term Loan made by such Lender on the Initial Borrowing Date (or, in the case of any Initial Term Note issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of the Initial Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Initial Term 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 mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Revolving Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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 mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the Initial Borrowing Date (or, in the case of any Swingline Note issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes (if applicable) endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to requested Note or Notes in the Loan Documents shall mean appropriate amount or amounts to evidence such Loans. (g) In addition to the Note or Notesforegoing, the Borrower’s obligations to pay the principal of, and interest on, the Incremental Term Loans of a New Tranche made by each Lender shall, if anyrequested by such Lender, be evidenced by a promissory note duly executed and delivered by the Borrower in substantially the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (each an “Incremental Term Note” and collectively the “Incremental Term Notes”). The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or with outstanding Incremental Term Loans shall (i) be executed by the Borrower, (ii) be payable to the extent order of such Lender and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the sum of the Incremental Term Loans made by such Lender on the respective Incremental Term Loan Borrowing Date (or, if issued after such Incremental Term Loan Borrowing Date be in a stated principal amount equal to the outstanding Incremental Term Loans of such Lender on the date of issuance thereof), (iv) mature on the respective Incremental Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amended, modified, divided, supplemented and/or restated from time subject to time; (iii) upon written request by any Lendermandatory repayment as provided in Section 4.02, and in any event within ten (10vii) Business Days be entitled to the benefits of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes this Agreement and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesother Credit Documents.

Notes. Borrower agrees that: (ia) upon written request The Borrower’s obligation to pay the principal of, and interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, also be evidenced (i) in the case of Dollar 2020 Term B-1 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G-1, with blanks appropriately completed in conformity herewith (each, a “Dollar 2020 Term B-1 Note” and, collectively, the “Dollar 2020 Term B-1 Notes”), (ii) in the case of Euro 2020 Term B-1 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith (each, a “Euro 2020 Term B-1 Note” and, collectively, the “Euro 2020 Term B-1 Notes”), (iii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, The Borrower shall execute and deliver to such Lender new Notes the Agent on the Effective Date (on i) a promissory note substantially in the same terms and form of Exhibit B-1 in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Tranche A of the Loan, dated the Effective Date and otherwise appropriately completed (such new Notes shall not exceed note, including any replacement note therefor issued in accordance with the aggregate provisions of this Section 2.3(d), the “Tranche A Note”) and (ii) a promissory note substantially in the form of Exhibit B-2 in the principal amount of Tranche B of the Loan, dated the Effective Date and otherwise appropriately completed (such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), the “Tranche B Note” and, together with the Tranche A Note, the “Notes”). The Notes outstanding shall be made payable to the Agent at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt office of the Agent; provided that at the request of any Lender, the Borrower shall execute and deliver a Note (or replacement Notes; and thereof) payable directly to such Lender in the amount of its interest in the Loan. If any Note is mutilated, lost, stolen or destroyed, the Borrower shall issue a new Note in the same principal amount and having the same interest rate, date and maturity as the Note so mutilated, lost, stolen or destroyed endorsed to indicate all payments thereon. In the case of any lost, stolen or destroyed Note, there shall first be furnished to the Borrower an instrument of indemnity from the Agent (ivor the Lender, as applicable) upon receipt and evidence of evidence such loss, theft or destruction reasonably 1 Will be equal to the difference, if any, between $19,000,000 and the “Pre-Reorganization Payments.” satisfactory to the Borrower, together with an officer’s certificate of the Borrower certifying and warranting as to the due authorization, execution and delivery of the new Note. Upon the execution and delivery by the Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute the promissory notes executed and deliver in replacement thereof new Notes in delivered by the same form, in Borrower under the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they Original Loan Agreement shall be surrendered null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower after delivery of the replacement Notesfor cancellation.

Notes. Borrower agrees that: (a) The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.07(c) and, subject to the provisions of Section 1.05(f), shall be evidenced (i) upon written if Term Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued to each Lender with a Term Loan Commitment 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, in the case of any Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender on the Initial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, in a stated principal amount equal to the outstanding principal amount of the Term Loan of such Lender on the date of the issuance thereof) and be payable in the principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Term Loan 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 repayment 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) The Revolving Note issued to each RL Lender shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan 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. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans 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. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request by the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower for shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a promissory note or other evidence of indebtedness is requested by Agent for Note evidencing its outstanding Loans shall in no event be required to make the benefit of all or notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; (ii) all references appropriate amount or amounts to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any evidence such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and interest on, the Loans made by any each Lender to the Borrower for a promissory note or other evidence of indebtedness is shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.16 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced by (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Revolving Loans, a promissory note or notes duly executed and delivered by the Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"), (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note") and (iii) if 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 and the relevant Incremental Term Loan Documents Commitment Agreement (each an "Incremental Term Note" and collectively, the "Incremental Term Notes"). (b) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall mean (i) be executed by the Note Borrower, (ii) be payable to such Lender or Notesits registered assigns and be dated the Effective Date (or, if anyissued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the extent Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, divided(ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, supplemented and/or restated (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (d) The Incremental Term Note issued to each Lender that has an Incremental Term Loan Commitment or outstanding Incremental Term Loans of a given Tranche shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or its registered assigns and be dated the date of the issuance thereof, (iii) upon written request by any Lenderbe in a stated principal amount equal to the principal amount of outstanding Incremental Term Loans of such Lender of the respective Tranche on such date and be payable in the principal amount of Incremental Term Loans evidenced thereby, (iv) mature on the Incremental Term Loan Maturity Date of the respective Tranche, (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. In connection with the foregoing, it is understood and agreed that (x) any event within ten (10) Business Days of any such Lender that has Incremental Term Loans outstanding pursuant to more than one Tranche shall be entitled, upon its request, Borrower shall execute to receive an Incremental Term Note with respect to each Tranche of its outstanding Incremental Term Loans and deliver (y) if any Lender extends additional Incremental Term Loans pursuant to an existing Tranche of Incremental Term Loans where such Lender already had outstanding Incremental Term Loans, such Lender shall be entitled to request a new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange Incremental Term Loan for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that Tranche reflecting the aggregate principal amount of Incremental Term Loans of such new Notes shall not exceed Lender of such Tranche then outstanding. (e) Each Lender will note on its internal records the aggregate amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation) shall not affect the Notes outstanding at the time Borrower's obligations in respect of such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; andLoans. (ivf) upon receipt of evidence reasonably satisfactory Notwithstanding anything to Borrower of the mutilationcontrary contained above in this Section 1.05 or elsewhere in this Agreement, destruction, loss or theft of Notes shall only be delivered to Lenders which at any Notes and time specifically request the ownership thereof, Borrower shall, upon the written request of the holder delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the 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 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence its Loans of a given Tranche or Tranches, the Borrower shall promptly execute and deliver in replacement thereof new Notes to the respective Lender the requested Note in the same form, in the same original principal appropriate amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and amounts to evidence such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request The Borrower's obligation to pay the principal of, and ----- interest on, the Loans made by any each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Borrower for a promissory note or other evidence of indebtedness is Section 13.15 and shall, if requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly also be evidenced (and in any event within ten (10i) Business Days of any such request) execute and deliver to such Lender an appropriate if Revolving Loans, by a promissory note or notes duly executed and delivered by the Borrower substantially in the form attached hereto as of Exhibit D; B-1, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"), and (ii) all references to Note or Notes if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender shall mean (i) be executed by the Note Borrower, (ii) be payable to such Lender or Notesits registered assigns and be dated the Effective Date (or, if anyissued to an Eligible Transferee after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the extent Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and not returned to Borrower for cancellation) hereunderEurodollar Loans, as the same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02, dividedand (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, supplemented and/or restated (ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time;, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (iiid) upon written request Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any Lender, and in any event within ten (10) Business Days transfer of any such request, Borrower shall execute and deliver to such Lender new of its Notes (endorse on substantially the same terms and in substantially reverse side thereof the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate outstanding principal amount of Loans evidenced thereby. Failure to make any such new Notes notation or any error in such notation shall not exceed affect the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. (a) The obligation of the Borrower agrees that: to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced (i) upon written if Revolving Loans, by a promissory note substantially in the form of Exhibit C-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Loan Note” and, collectively, the “Revolving Loan Notes”), and (ii) if Swingline Loans, by a promissory note substantially in the form of Exhibit C-2, with blanks appropriately completed in conformity herewith (the “Swingline Loan Note”). The terms of each Competitive Bid Loan shall be evidenced by the respective correspondence between the Borrower and the respective Bidder Lender pursuant to Section 1.04 and, unless otherwise agreed by the Borrower and such Bidder Lender or unless the respective Bidder Lender makes a request pursuant to the immediately succeeding sentence, Competitive Bid Loans shall not be evidenced by promissory notes. If requested by any Bidder Lender, the Borrower agree to execute and deliver a promissory note, in form reasonably satisfactory to the respective Bidder Lender, evidencing the Competitive Bid Loans of such Bidder Lender to the Borrower (with any such promissory notes herein called “Competitive Bid Notes”). (b) The Revolving Loan Note issued to each Lender shall (i) be duly executed and delivered by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or if issued after the termination of the Revolving Loan Commitments, be in a stated principal amount equal to the outstanding principal amount of the Revolving Loans of such Lender on the date of the issuance thereof) and be payable in Dollars in the principal amount of Revolving Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Rate 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) The Swingline Loan Note issued to the Swingline Lender shall (i) be duly executed and delivered by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the principal amount of Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans 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. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower for shall affect or in any manner impair the obligation of the Borrower to pay the 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 guaranty thereof provided pursuant to the Subsidiaries Guaranty. Any Lender which does not have a promissory note or other evidence Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d) of indebtedness is requested by Agent for the benefit of all or this Section 1.06. At any time when any Lender requests the delivery of a Note to evidence the any of its outstanding Revolving Loans and Revolving Loan and other Obligations owing or payable toCommitments (if any), or to be made by such Lenderits outstanding Swingline Loans, or its outstanding Competitive Bid Loans, the Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such the respective Lender an appropriate promissory note or notes substantially the requested Note in the form attached hereto as Exhibit D; appropriate amount or amounts to evidence such Loans and Commitments (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes).

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall, if requested by any Bank, be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes") and (ii) all references to Note or Notes if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Loan Documents form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to each Bank shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent issued order of such Bank and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Term Loan Commitment of such Bank as in effect on the Restatement Effective Date (before giving effect to any reductions thereto as a result of the making of Term Loans by such Bank on such date) and not returned to Borrower for cancellationbe payable in the principal amount of Term Loans evidenced thereby, (iv) hereundermature on the Term Loan 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 same case may be, evidenced thereby, (vi) be amendedsubject to voluntary prepayment as provided in Section 4.01, modifiedand mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, divided(ii) be payable to the order of such Bank and be dated the Restatement Effective Date, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the Revolving Loan Commitment of such new Notes shall not exceed Bank and be payable in the aggregate principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft 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. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes and endorse on the ownership thereof, Borrower shall, upon reverse side thereof the written request outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (ia) upon written request Each applicable Borrower's obligation to pay the principal of, and interest on, the General Revolving Loans made to it by any each Lender to Borrower for with a General Revolving Commitment shall be evidenced by a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D;A-1 (each a "GENERAL REVOLVING NOTE" and, collectively, the "GENERAL REVOLVING NOTES"). The Company's obligation to pay the principal of, and interest on, the Swing Line Revolving Loans made to it by each Lender with a Swing Line Revolving Commitment shall be evidenced by a promissory note of the Company substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (each a "SWING LINE REVOLVING NOTE" and, collectively, the "SWING LINE REVOLVING NOTES"). (b) The General Revolving Note issued by any Borrower to a Lender with a General Revolving Commitment shall: (i) be executed by such Borrower; (ii) all references be payable to Note the order of such Lender and be dated on or Notes prior to the Initial Borrowing Date or, if later, the date such Lender became a party hereto with a General Revolving Commitment hereunder; (iii) be payable in the Loan Documents shall mean principal amount of General Revolving Loans evidenced thereby; (iv) mature on the Note Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunderEurocurrency Loans, as the same case may be, evidenced thereby; (vi) be amendedsubject to mandatory prepayment as provided in section 5.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swing Line Revolving Note issued by the Company to a Lender with a Swing Line Revolving Commitment shall: (i) be executed by the Company; (ii) be payable to the order of such Lender and be dated on or prior to the Initial Borrowing Date or, modifiedif later, divided, supplemented and/or restated from time to time; the date such Lender became a party hereto with a Swing Line Revolving Commitment hereunder; (iii) upon written request by any be in a stated principal amount equal to the Swing Line Revolving Commitment of such Lender, and ; (iv) be payable in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of Swing Line Revolving Loans evidenced thereby; (v) mature as to any Swing Line Revolving Loan evidenced thereby on the maturity date, not later than one month following the date such new Swing Line Revolving Loan was made, specified in the applicable Notice of Borrowing; (vi) bear interest as provided in section 2.8 in respect of the Prime Rate Loans or Money Market Rate Loans, as the case may be, evidenced thereby; (vii) be subject to mandatory prepayment as provided in section 5.2; and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of the Notes shall not exceed issued to it by any Borrower, endorse on the aggregate reverse side thereof or the grid attached thereto the outstanding principal amount of the Notes outstanding at the time Loans evidenced thereby. Failure to make any such request is made; and provided, further, that notation or any error in any such Notes that are to be replaced notation shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of not affect any Notes and the ownership thereof, Borrower shall, upon the written request of the holder Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.

Notes. Borrower agrees that: (a) The Loans made by each Lender shall be evidenced (i) upon written request in the case of Tranche A Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested the Term Note (as defined by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10Existing Credit Agreement) Business Days of any such request) execute and deliver issued to such Lender under the Existing Credit Agreement (collectively, the "Existing Term Notes"), provided that upon the request of any holder of an appropriate promissory note or notes Existing Term Note, the Borrower shall issue to such holder, in exchange for such Existing Term Note, a Tranche A Term Note appropriately completed in substantially in the form attached hereto as of Exhibit D; A-1, (ii) all references to Note or Notes in the Loan Documents case of Tranche B Term Loans, by a Tranche B Term Note appropriately completed in substantially the form of Exhibit A-2, (iii) in the case of Revolving Loans, by the Revolving Note (as defined by the Existing Credit Agreement) issued to such Lender under the Existing Credit Agreement (collectively, the "Existing Revolving Notes"), provided that upon the request of any holder of an Existing Revolving Note, the Borrower shall mean issue to such holder, in exchange for such Existing Revolving Note, a Revolving Note appropriately completed in substantially the form of Exhibit A-3, and (iv) in the case of the Swingline Loans, by a Swingline Note or Notesappropriately completed in substantially the form of Exhibit A-4. (b) The Borrower and each holder of an Existing Term Note hereby agree that (w) each reference therein to "Amended and Restated Credit Agreement" shall refer to this Agreement, if any, (x) each reference therein to "Credit Documents" shall refer to the extent Credit Documents as defined by this Agreement, (y) each reference therein to "Term Loans" shall refer to the Tranche A Term Loans as defined by this Agreement, (z) each reference therein to "First Union National Bank" shall refer to Wachovia. Each Tranche A Term Note issued to a Tranche A Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Tranche A Lender, (iii) be dated as of the Closing Date (or, in the case of a Tranche A Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and not returned to Borrower for cancellationAcceptance), (iv) hereunderbe in a stated principal amount equal the unpaid principal amount of such Lender's Tranche A Term Loan), (v) bear interest in accordance with the provisions of Section 2.8, as the same may be amended, modified, divided, supplemented and/or restated applicable from time to time; (iii) upon written request time to the Tranche A Term Loan made by any such Lender, and in any event within ten (10vi) Business Days of any such request, Borrower shall execute and deliver be entitled to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount all of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt benefits of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes this Agreement and the ownership other Credit Documents and subject to the provisions hereof and thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.

Notes. The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower agrees that: in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (i) upon written request each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by any a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and executed by Borrower, in the principal amount of $250,000,000, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). The Swing Loan of the Swing Lender to Borrower for shall be evidenced by, and repaid with interest in accordance with, a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable toBorrower, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto of EXHIBIT B-2, duly completed and executed by Borrower, payable to the Swing Lender (such note, as Exhibit D; (ii) all references the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to Note or Notes in time, the “Swing Loan Documents shall mean the Note or NotesNote”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, and, in the case of the Swing Lender, the Swing Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes, the extent issued (Bid Rate Loan Note and not returned the Swing Loan Note are referred to Borrower for cancellation) hereundercollectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such new Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Principal amounts evidenced by the Swing Loan Notes shall not exceed become due and payable at the aggregate principal earlier of three (3) Banking Days after said amounts are advanced or the Maturity Date. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of the Notes outstanding at the time such request is made; each advance and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced each payment of principal received by such new Notes and returned Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to Borrower within ten (10) days after Agent’s receipt the outstanding balance of the replacement Notes; and (ivRatable Loan made by such Bank. The Swing Lender is hereby authorized by Borrower to endorse on the schedule attached to the Swing Loan Note held by it, the amount of each advance and each payment of principal received by the Swing Lender for the account of its Applicable Lending Office(s) upon receipt on account of evidence reasonably satisfactory its Swing Loan, which endorsement shall, in the absence of manifest error, be conclusive as to Borrower the outstanding balance of the mutilationSwing Loan made by the Swing Lender. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, destructionthe name of the Bank making the same, loss the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or theft any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In case of any Notes and the ownership thereofloss, theft, destruction or mutilation of any Bank’s Note, Borrower shall, upon the written request its receipt of the holder an affidavit of an officer of such NotesBank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver in a replacement thereof new Notes Note to such Bank in the same form, in the same original principal amount and dated the same date otherwise of like tenor as the Notes so mutilatedlost, destroyedstolen, lost destroyed or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notesmutilated Note.

Notes. Borrower agrees that: (i) upon written At the request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver (i) on the Closing Date, and from time to time thereafter as required by subsection 10.1B(i), (1) to such Lender new Notes (on a) if such Lender holds a Term B Loan, a Term B Note substantially in the same terms form of Exhibit IV annexed hereto to evidence such Lender’s Term B Loan and with other appropriate insertions, (b) if such Lender is a Revolving Lender, a Revolving Note substantially in substantially the same form) and/or divide form of Exhibit VI annexed hereto to evidence such Lender’s Revolving Loans, in the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed Lender’s Revolving Loan Commitment and with other appropriate insertions, and (c) if such Lender holds an LC Facility Commitment, an LC Facility Note substantially in the aggregate form of Exhibit VIII annexed hereto to evidence such Lender’s LC Facility Loans, in the principal amount of such Lender’s LC Facility Commitment, and (2) to the Swing Line Lender, if the requesting Lender is the Swing Line Lender, a Swing Line Note substantially in the form of Exhibit VII annexed hereto to evidence the Swing Line Lender’s Swing Line Loans, in the principal amount of the Notes outstanding Swing Line Loan Commitment and with other appropriate insertions, (ii) on the date of the making of each Supplemental Term Loan, and from time to time thereafter as required by subsection 10.1B(i), if such Lender holds a Supplemental Term Loan Commitment, a Supplemental Term Note substantially in the form of Exhibit V annexed hereto to evidence such Lender’s Supplemental Term Loan, in the principal amount of such Lender’s Supplemental Term Loan and with other appropriate insertions, and (iii) on the First Amendment Effective Date, and from time to time thereafter as required by subsection 10.1B(i), if such Lender holds a Synthetic Letter of Credit Commitment, a Synthetic Letter of Credit Note substantially in the form of Exhibit VIII-A annexed hereto to evidence such Lender’s Synthetic Letter of Credit Loans, in the principal amount of such Lender’s Synthetic Letter of Credit Commitment.". F. Subsection 2.2A of the Credit Agreement is hereby amended by inserting the text ", each Synthetic Letter of Credit Loan" immediately following the text "each LC Facility Loan" in the first sentence of such subsection. G. Subsection 2.2A(ii) of the Credit Agreement is hereby amended (i) by deleting the text "the Term B Loans and" from the first sentence of such subsection, (ii) by deleting the text "Term B Loans and the LC Facility Loan" from the proviso at the time end of such request is made; subsection and providedinserting in lieu thereof the text "LC Facility Loans", further, that such Notes (iii) by deleting the text "Term B Loans that are to be replaced shall then be deemed no longer outstanding hereunder Base Rate Loans" from such proviso and replaced by inserting in lieu of such new Notes deleted text the text "LC Facility Loans that are Base Rate Loans", and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt by inserting the following text at the end of evidence reasonably satisfactory such subsection: "Subject to Borrower the provisions of subsections 2.2E, 2.2G and 2.7, the Term B Loans and the Synthetic Letter of Credit Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the mutilationBase Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a LIBOR Rate Loan, destruction, loss or theft of any Notes and then at the ownership thereof, Borrower shall, upon the written request sum of the holder of such Notes, execute and deliver in replacement thereof new Notes Adjusted LIBOR Rate plus the LIBOR Rate Margin set forth in the same form, in table below opposite the same original principal amount and dated Consolidated Leverage Ratio for the same date as four Fiscal Quarter period for which the Notes so mutilated, destroyed, lost applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered equal to Borrower after delivery 3.50:1.00 3.25% 2.00% Less than 3.50:1.00 3.00% 1.75% H. Subsection 2.2D of the replacement NotesCredit Agreement is hereby amended by inserting the text ", Synthetic Letter of Credit Loans" immediately following the text "LC Facility Loans".

Notes. Borrower agrees that: (a) The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Bank shall be evidenced (i) upon written request if Term Loans, by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested duly executed and delivered by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate promissory note or notes substantially in the form attached hereto as of Exhibit D; B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"), and (ii) all references to Note or Notes if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 attached hereto, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued to each Bank that has a Revolving Loan Documents Commitment or outstanding Revolving Loans shall mean (i) be executed by the Note or NotesBorrower, if any, (ii) be payable to the extent issued (order of such Bank and not returned to Borrower for cancellation) hereunderits registered assigns and be dated the Initial Borrowing Date, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and be in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate a stated principal amount equal to the Revolving Loan Commitment of such new Notes shall not exceed Bank and be payable in the aggregate principal amount of the Notes outstanding at the time such request is made; and providedRevolving Loans evidenced thereby, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of evidence reasonably satisfactory to Borrower Section 1.08 in respect of the mutilationBase Rate Loans and Eurodollar Loans, destructionas the case may be, loss or theft evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of any Notes this Agreement and the ownership thereofother Credit Documents. (c) The Term Note issued to each Bank that has a Term Loan Commitment or outstanding Term Loan shall (i) be executed by the Borrower, Borrower shall(ii) be payable to the order of such Bank and its registered assigns and be dated the Restatement Date, upon (iii) be in a stated principal amount equal to the written request Term Loan made by such Bank on the Restatement Date and be payable in the principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the holder Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower's obligations in respect of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement NotesLoans.