Common use of Notes Clause in Contracts

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.

Notes. Upon request of any Lender or the Swing Line Lender, 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 Company will 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 Revolving Lender a Revolving Facility Note with blanks appropriately completed an appropriate promissory note or notes substantially in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Company will 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 Term Lender a Term Facility Note with blanks appropriately completed new Notes (on substantially the same terms and in conformity herewith 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 evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term Lendernew 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, (iii) if applicabledestruction, loss or theft of any Notes and the Canadian Borrowers will 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 each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay Borrower after delivery of the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderreplacement Notes.

Notes. Upon request of any Lender or The Borrower agrees that the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers Borrower will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay promissory note of the principal of, and interest on, Borrower evidencing (i) the Canadian Revolving Tranche A Term Loans made to them by of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Company will execute Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and deliver to principal amount ("Revolving Credit Note"). A Note and the Swing Line Lender a Swing Line Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note with blanks appropriately completed and the Obligation evidenced thereby in conformity herewith to evidence the Company’s obligation to pay the principal of, Register (and interest on, the Swing Loans made to it each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall be registered in no way detract from any Borrower’s obligation the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to repay the Loans designated Assignee and other amounts owing the old Note shall be returned by such the Administrative Agent to the Borrower to such Lender or marked "cancelled." No assignment of a Note and the Swing Line LenderObligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence (each, a “Revolving Note” and, collectively, the Company’s obligation to pay the principal of“Revolving Notes”), and interest on(ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Term Loans made to it by such Term LenderBorrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Revolving Note issued to evidence their obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall 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 Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) Subject to the provisions of any Lender or Section 1.05(f), the Swing Line Lender, U.S. Borrower’s (iin the case of Tranche B Term Loans and U.S. Borrower Incremental Term Loans) and the Company will execute Bermuda Borrower’s (in the case of Tranche C Term Loans and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Bermuda Borrower Incremental Term Loans) obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Lender shall be evidenced (i) in the case of Tranche B Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Tranche B Term Note” and, collectively, the “Tranche B Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Tranche C Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Bermuda Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Tranche C Term Note” and, collectively, the Canadian Revolving Loans made to them by such Lender, “Tranche C Term Notes”) and (iviii) in the Company will execute case of Incremental Term Loans, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note 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) The Tranche B Term Note issued to evidence each Lender with a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed by the CompanyU.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 issued after the Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the 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 be payable (in Dollars) in the 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) be in a stated principal amount (expressed in Dollars) equal to the sum of the Tranche C Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to any reductions thereto on such date) plus the aggregate principal amount of the 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 principal amount of the 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) mature on the Tranche B/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 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 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 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 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 any such notation or endorsement shall not affect either Borrower’s obligation obligations in respect of any Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders that 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 either Borrower shall affect or in any manner impair the obligations of the respective Borrower to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Credit Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations or endorsements otherwise described in preceding clause (e). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans relevant Borrower shall promptly execute and other deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) Each Borrower's obligation to pay the principal of any Lender or and interest on all the Swing Line Lender, Loans made to it by each Bank shall be evidenced: (i) if A Term Loans, by a promissory note (each, an "A Term Note" and, collectively, the Company will execute "A Term Notes") duly executed and deliver to such Revolving Lender a Revolving Facility Note delivered by the U.S. Borrowers, substantially in the form of Exhibit A-1 hereto, each with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, herewith; (ii) if B Term Loans, by a promissory note (each, a "B Term Note" and, collectively, the Company will execute "B Term Notes") duly executed and deliver to such Term Lender a Term Facility Note delivered by the U.S. Borrowers, substantially in the form of Exhibit A-2 hereto, each with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, herewith; (iii) if applicableAcquisition Term Loans, by a promissory note (each, an "Acquisition Term Note" and, collectively, the Canadian Borrowers will execute "Acquisition Term Notes") duly executed and deliver to delivered by the U.S. Borrowers, substantially in the form of Exhibit A-3 hereto, each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and herewith; (iv) if Revolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the Company will execute "Revolving Notes") duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note U.S. Borrowers substantially in the form of Exhibit B-1 hereto, with blanks appropriately completed in conformity herewith 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 evidence each Bank with an A Term Loan Commitment shall (i) be executed by the Company’s obligation U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to pay the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the A Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the A Term Loans evidenced thereby, (iv) 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 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. (c) The B Term Note of the 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 Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the B Term Loan Commitment of such Bank and be payable in Dollars in the aggregate 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 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 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 case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (f) The U.S. Swingline Note of the U.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 ofamount 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 interest on, (vii) be entitled to the Swing Loans made to it by benefits of this Agreement and the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderapplicable Credit Documents.

Notes. Upon (a) At the request of any Lender Lender, the U.S. Borrower’s (in the case of Tranche B-2 Term Loans and U.S. Borrower Incremental Term Loans) or the Swing Line Lender, Bermuda Borrower’s (iin the case of Tranche C-2 Term Loans and Bermuda Borrower Incremental Term Loans) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving LenderLender shall be evidenced (i) in the case of Tranche B-2 Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Tranche B-2 Term Note” and, collectively, the “Tranche B-2 Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Tranche C-2 Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Bermuda Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Tranche C-2 Term Note” and, collectively, the Canadian Revolving Loans made to them by such Lender, “Tranche C-2 Term Notes”) and (iviii) in the Company will execute case of Incremental Term Loans, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note applicable Incremental Term Loan Borrower for such Tranche substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “Incremental Term Note” and, collectively, the Swing Loans “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 it by the Swing Line Lender; provided, however, that the decision make any such notation or any error in any such notation shall not affect either Borrower’s obligations in respect of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Term Lender, also be evidenced (iiii) if applicablein the case of an Term B-1 Loan, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Term B-1 Note” and, collectively, the Canadian Revolving Loans made to them by such Lender“Term B-1 Notes”), and (ivii) in the Company will execute case of a Term B-2 Loan, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term B-2 Note” and, collectively, the Swing “Term B-2 Notes”). (b) The Term B-1 Note issued to each requesting Lender with outstanding Term B-1 Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderClosing 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 execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans of such Tranche.

Notes. Upon request of any Lender or the Swing Line Lender, (i) On the Company will Closing Date, Borrower shall execute a promissory note 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 as reasonably requested by Agent for the benefit of all or any Lender solely for the purpose of evidencing the Loan owing or payable to, or to be made by Lenders; (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, and in any event within ten (10) Business Days of any such request, at no expense to Borrower, Borrower shall execute and deliver to Agent new Notes (on the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such Revolving Lender a Revolving Facility Note with blanks appropriately completed smaller amounts or denominations as Agent shall specify in conformity herewith 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 evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Revolving Loans made to it replaced by such Revolving Lendernew 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, (ii) destruction, loss or theft of any Notes and the Company will 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 Agent’s receipt of the replacement Notes; and if such Term Lender a Term Facility Note replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with blanks appropriately completed an indemnity in conformity herewith writing reasonably acceptable to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to save them harmless in respect of such Lender or the Swing Line Lenderreplaced Note.

Notes. Upon (a) At the request of any Lender or Bank, the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving LenderBank shall be evidenced (i) if Term Loans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence (each, a "Term Note" and, collectively, the Company’s obligation to pay the principal of"Term Notes"), and interest on, the Term Loans made to it by such Term Lender, (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation any Bank that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to pay 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) be in a stated principal amount equal to the initial Term Loan Commitment of such Bank and be payable in the principal ofamount 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 Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment as provided in Section 4.02, and (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, (ii) be payable to 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) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or if issued after the 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 Revolving Loans evidenced thereby, (iv) mature on the Company will execute 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 deliver 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 Swing Line Lender a Swing Line Note with blanks appropriately completed 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 conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes (to the extent it has such 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 Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of US Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each US Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “US Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“US Revolving Notes”), (iiiii) if applicablein the case of US Swingline Loans, by a promissory note duly executed and delivered by each US Borrower substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “US Swingline Note” and, collectively, the Canadian “US Swingline Notes”), (iii) in the case of UK Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans respective Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 14.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of B-1 Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “B-1 Term Note” and, collectively, the “B-1 Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of B-2 Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “B-2 Term Note” and, collectively, the Canadian “B-2 Term Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence 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 CompanyBorrower 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 obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of U.S. Borrower Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “U.S. Borrower Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“U.S. Borrower Revolving Notes”), (iiiii) if applicablein the case of Canadian Borrower Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay (the principal of, and interest on, the “Canadian Borrower Revolving Loans made to them by such LenderNote”), and (iviii) in the Company will execute case of Swingline Loans, by a promissory note duly executed and deliver to delivered by each U.S. Borrower substantially in the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 applicable Borrower to pay the principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans applicable Borrower or Borrowers shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line Effective Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit ▇-▇, ▇-▇ or A-3, as applicable (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), with blanks appropriately completed in conformity herewith appropriate insertions therein as to evidence the Company’s obligation to pay the payee, date and principal ofamount, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower 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 subsection 10.6(b)) by such Lender to the Swing Line LenderBorrower. 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 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 and including the Initial Term Loan Maturity Date (subject 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) 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 aggregate initial principal amount of the Initial Term Loans on the Effective Date Initial Term Loan Maturity Date All unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) in the Company will execute and deliver to such Revolving Lender case of Tranche A-1 Term Loans, by a Revolving Facility Tranche A-1 of Term Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderform of Exhibit A-1, (ii) in the Company will execute and deliver to such case of Tranche A-2 Term Lender Loans, by a Tranche A-2 Term Facility Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay form of Exhibit A-2, (iii) in the principal ofcase of Tranche B Term Loans, by a Tranche B Term Note appropriately completed in substantially the form of Exhibit A-3, and interest on(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 Loans made Note issued to it a Tranche A Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Term Lender, (iii) if applicablebe dated in the case of the Tranche A-1 Note as of the Closing Date and, in the Canadian Borrowers will execute and deliver case of the Tranche A-2 Note, as of the Acquisition Closing Date, (iv) be in a stated principal amount equal to, in the 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, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith time to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans Tranche A Term Loan made to them 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 Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (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 Company will execute and deliver provisions of Section 2.8, as the same may be applicable from time to time to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofTranche 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 onin accordance with the provisions of Section 2.8, as the Swing 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. (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 Swing Line Lenderevent 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 information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the decision 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 Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon request The principal of and interest on the Class A Notes and any Lender or Issuer Derivative Payments which are paid on a parity with interest on the Swing Line Lender, (i) the Company will execute and deliver Class A Notes are payable on a superior basis to such Revolving Lender payments on the Class B Notes and any Issuer Derivative Payments which are paid on a Revolving Facility Note parity with blanks appropriately completed in conformity herewith to evidence interest on the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line LenderClass B Notes; provided, however, that current principal and interest may be paid on the decision 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 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 the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for 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 any claim based hereon or in respect hereof or of 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 transferable on the note register kept for that purpose by 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 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 such agent shall be affected by notice to the contrary. To the extent permitted by the Indenture, modifications or alterations of the Indenture and 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 without the consent of any Lender 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 Swing Line Lender 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 raised by taxation. Any capitalized term used herein and not request a Note otherwise defined herein shall in no way detract from any Borrower’s obligation to repay have the Loans and other amounts owing by such Borrower same meaning ascribed to such Lender or term in the Swing Line LenderIndenture 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, exist, and be performed precedent to and in the issuance of this note, and the passage of said resolution and the execution of said Indenture, have happened, exist and have been performed as so required.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Lender shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation each Lender shall (i) be executed by the Borrower, (ii) be payable to pay the 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 be payable in the principal of, and interest on, amount of the Canadian Revolving Loans made to them by such Lenderevidenced thereby, and (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver 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 Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo and be dated the Effective Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount 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 interest on, (vi) be entitled to the Swing Loans 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 it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender or of its Notes endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line 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 in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicablein respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute 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 deliver (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 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 (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 Swing Line Lender 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 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 Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision 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 Lender or outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Swing Line Lender to Tranche C Term Loans shall be repaid in full on the Tranche C Term Loan Maturity Date (or, if such day is not request a Note Business Day, on the immediately preceding Business Day). (e) The unpaid aggregate principal amount of the Tranche D Term Loans shall be repaid in no way detract from any Borrower’s obligation to repay full on the Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Tranche E Term Loans and other amounts owing by shall be repaid in full on the Tranche E Term Loan Maturity Date (or, if such Borrower to day is not a Business Day, on the immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be repaid in full on the Tranche F Term Loan Maturity Date (or, if such Lender or day is not a Business Day, on the Swing Line Lender.immediately preceding Business Day). 1004254246v19

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, each Lender's Loans shall be evidenced by (i) in the Revolving Loans made case of such Lender's Term Loans, a promissory note (as the same may be amended, restated, supplemented or otherwise modified from time to it time, a "TERM NOTE") duly executed and delivered by such Revolving Lender, (ii) the Company will execute and deliver Borrower substantially in the form of Exhibit A hereto in a principal amount equal to such Lender's Term Lender a Term Facility Note 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 evidence time, a "REVOLVING NOTE") duly executed and delivered by the Company’s obligation Borrower substantially in the form of Exhibit B hereto in a principal amount equal to pay the principal ofsuch Lender's Revolving Loan Commitment, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith herewith. Each Note issued to evidence their obligation a Lender shall (x) be payable to pay the principal of, and interest on, the Canadian Revolving Loans made to them by order of such Lender, (y) be dated the date such Note was issued, and (ivz) mature on the Company will execute Term Loan Maturity Date or the Revolving Loan Maturity Date, as the case may be. (b) Each Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached to its Revolving Note (or on a continuation of such schedule attached to such Revolving Note and deliver to made a part thereof) an appropriate notation evidencing the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence date and amount of each Revolving Loan evidenced thereby and the Company’s obligation to pay the date and amount of each principal of, and interest onpayment in respect thereof, the Swing Loans made or (ii) to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the record such Revolving Loans and other amounts owing by such Borrower to payments in its books and records. Such schedule or such Lender or books and records, as the Swing Line Lendercase may be, shall constitute prima facie evidence of the accuracy of the information contained therein.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line LenderClosing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (iin 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 in connection with any assignment pursuant to Section 11.6(b), in order to evidence such ▇▇▇▇▇▇’s Loan, the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicablein respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute 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 deliver (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 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 Swing Line Lender 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 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 Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision 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 Lender or outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Swing Line Lender to Tranche C Term Loans shall be repaid in full on the Tranche C Term Loan Maturity Date (or, if such day is not request a Note Business Day, on the immediately preceding Business Day). (e) The unpaid aggregate principal amount of the Tranche D Term Loans shall be repaid in no way detract from any Borrower’s obligation to repay full on the Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Tranche E Term Loans and other amounts owing by shall be repaid in full on the Tranche E Term Loan Maturity Date (or, if such Borrower to day is not a Business Day, on the immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be repaid in full on the Tranche F Term Loan Maturity Date (or, if such Lender or day is not a Business Day, on the Swing Line Lenderimmediately preceding Business Day). (h) The unpaid aggregate principal amount of the Tranche G Term Loans shall be 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 Tranche 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. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Term Lender, also be evidenced (iiii) if applicablein the case of a Term B-1 Loan, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a “Term B-1 Note” and, and interest oncollectively, the Canadian Revolving Loans made to them “Term B-1 Notes”), (ii) in the case of a Term B-2 Loan, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Term B-2 Note” and, and interest oncollectively, the Swing Loans made to it “Term B-2 Notes”) and (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Swing Line Lender; providedBorrower substantially in the form of Exhibit B-3 (with such modifications thereto as may be necessary to reflect differing classes of Incremental Term Loans), howeverwith blanks appropriately completed in conformity herewith (each, that an “Incremental Term Note” and, collectively, the decision of any “Incremental Term Notes”). (b) Each Initial Term Note issued to each requesting Lender or with outstanding Initial Term Loans shall (i) be executed by the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower , (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderClosing 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 execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans of such Tranche.

Notes. Upon request (a) The Loans made by each Bank and Local Affiliate and the Letters of any Lender Credit issued by the Issuing Agent shall be evidenced by one or more accounts or records maintained by such Bank or the Swing Line LenderIssuing Agent, (i) as the Company will execute case may be, in the ordinary course of business. The accounts or records maintained by the Issuing Agent and deliver each Bank shall be conclusive in the absence of manifest error as to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith the amount of the Loans made by the Banks to evidence the Borrowers and the Letters of Credit issued for the account of the Company’s , 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, the Revolving all Loans made by a Bank or its Local Affiliate to it such Borrower shall, upon request by such Bank or its Local Affiliate, be evidenced (i) if Revolving LenderLoans, (ii) the Company will execute by a promissory note duly executed and deliver delivered to such Term Lender a Term Facility Note Bank by such Borrower in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender"Revolving Notes"), (iiiii) if applicableBid Loans, by a promissory note duly executed and delivered to such Bank by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Company in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Bid Note" and, collectively, the Canadian Revolving Loans made to them "Bid Notes"), (iii) if Local Currency Loans, by a promissory note duly executed and delivered by such Lender, and (iv) Borrower to such Bank or its Local Affiliate substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit 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 evidence ABN AMRO substantially in the Company’s obligation to pay form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the principal of"Swingline Note"). (c) Each Bank will, and interest onwill cause its Local Affiliates, if any, to note on its or such Local Affiliate's internal records the Swing Loans 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 it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes or such Local Affiliate's Notes, if any, endorse, or cause its Local Affiliates to endorse, on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall in no way detract from affect any Borrower’s obligation to repay the Loans and other amounts owing by 's obligations in respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Tranche A Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Tranche A Term Note" and, and interest oncollectively, the "Tranche A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableTranche B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Tranche B Term Note" and, and interest oncollectively, the Canadian "Tranche B Term Notes"), (iii) if Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence (each a "Revolving Note" and, collectively, the Company’s obligation to pay the principal of"Revolving Notes"), and interest on(iv) if Swingline Loans, the Swing Loans made to it by a promissory note duly executed and delivered by the Swing Line Lender; providedBorrower substantially in the form of Exhibit B-4, howeverwith 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 Commitment or outstanding Tranche A Term Loans shall (i) be executed by the Borrower, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial 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 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 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 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, (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. (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 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.

Notes. (a) Upon the written request of any Lender or a Bank, the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if Tranche A Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Tranche A Term Note" and, collectively, the "Tranche A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableTranche B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Tranche B Term Note" and, collectively, the Canadian "Tranche B Term Notes"), (iii) if Revolving Loans made to them Loans, by such Lender, a promissory note duly executed and (iv) delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note 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 evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the 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 be payable in the principal ofamount 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 1.09 in respect of the Base Rate Loans and interest onEurodollar Loans, as the Swing case may be, 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. (c) The Tranche B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche B Term Loans made to it by such Bank on the Swing Line Lender; providedEffective Date and be payable in the principal amount of Tranche B Term Loans evidenced thereby, however(iv) mature on the Tranche B Term Loan Maturity Date, that (v) bear interest as provided in the decision appropriate clause of any Lender or Section 1.09 in respect of the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Base Rate Loans and other amounts owing by such Borrower Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to such Lender or the Swing Line Lender.voluntary prepayments as provided in Section 4.01 and mandatory repayment as provided in

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Lender shall be evidenced by (i) in the case of Revolving LenderLoans, (ii) a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it "Revolving Notes") and (ii) in the case of Swingline Loans, a promissory note duly executed and delivered by such Term Lenderthe Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The Revolving Note issued to evidence their obligation each Lender shall (i) be executed by the Borrower, (ii) be payable to pay 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 ofamount 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 interest on, the Canadian Revolving Loans made to them by such Lendermandatory 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). (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Company will execute 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 deliver mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Swing Line benefits of this Agreement and the other Credit Documents (to the extent and in the manner provided herein and therein). (d) Each Lender a Swing Line Note with blanks appropriately completed will note on its internal records the amount of each Loan made by it and each payment in conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender 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 Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.17 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it "Revolving Notes") and (ii) in the case of Swingline Loans, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation 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 affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall 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 be required to make the notations otherwise described in preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and Borrower shall (ivat its expense) the Company will promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed or Notes in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) The Revolving Loans shall be evidenced by amended and restated promissory notes in the form of any Lender or Exhibits A- 1, A-2 and A-3 here▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇o the Swing Line order of a Lender, dated the date of this Agreement, and in the principal amount of such Lender's Revolving Commitment (ithe "Revolving Notes"). (b) The Operating Loans shall be evidenced by amended and restated promissory notes in the Company will execute form of Exhibits B- 1, B-2 and deliver 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 Revolving Lender a Revolving Facility Note with blanks appropriately completed Loan and, in conformity herewith to the case of LIBOR Loans, the Applicable Interest Period. The aggregate unpaid principal amount so recorded shall be presumptive evidence the Company’s obligation to pay of the principal of, amount owing and interest on, unpaid on the Revolving Loans made Note. The failure to it by so record any such Revolving Lender, (ii) the Company will execute and deliver to amount or error in so recording such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; providedamount shall not, however, that limit or otherwise affect the decision obligations of any Lender Borrower hereunder or under the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation Notes to repay the principal amount of the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lendertogether with all interest accruing thereon.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Loans shall be evidenced (i) if Revolving Loans made to it Loans, by such Revolving Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay the 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 be payable in the principal of, and interest on, amount of the Canadian Revolving Loans made evidenced thereby from time to them by such Lendertime, and (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver 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 Swing Line Lender 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) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount 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 interest on(vi) 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 Revolving Loan made by it and each payment in respect thereof and will, prior to any transfer of its Revolving Note, endorse on the Swing reverse side thereof the outstanding principal amount of Revolving Loans made evidenced thereby. Such notation shall be conclusive absent manifest error, although the failure to it by make any such notation shall not affect the Swing Line Lender; provided, however, that the decision Borrower's obligations in respect of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderRevolving Loans.

Notes. Upon request If requested by a Lender, the Loans made by such Lender shall be evidenced by a Note, of any Lender or the Swing Line LenderBorrower 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) in the Company will execute and deliver to such Revolving case of any Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence party hereto as of the Company’s obligation to pay date of this Agreement, as of the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderdate of this Agreement, (ii) in the Company will execute case of any Lender that becomes a party hereto pursuant to an Assignment and deliver 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 Amendment, as of the effective date of such increase or such Term Lender Loan Amendment, in each case, payable in a Term Facility Note with blanks appropriately completed principal amount equal to, in conformity herewith to evidence the Company’s obligation to pay case of a Revolving Lender, its Maximum Credit Amount as in effect on such date, and, in the principal of, and interest on, the Term Loans made to it by such 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 (iiiwhether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered, to the extent 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 otherwise duly completed, whereupon such Lender will promptly return to the Borrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, the Canadian Borrowers will execute and deliver to Interest Period of each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans Loan made to them by such each Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay all payments made on account of the principal ofthereof, and interest on, 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 Swing Borrower’s rights or obligations in respect of such Loans made to it by or affect the Swing Line Lender; provided, however, that the decision validity of any transfer by any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderof its Note.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of U.S. Borrower Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “U.S. Borrower Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“U.S. Borrower Revolving Notes”), (iiiii) if applicablein the case of Dutch Borrower Revolving Loans, by a promissory note duly executed and delivered by each Dutch Borrower substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Dutch Borrower Revolving Note” and, collectively, the Canadian “Dutch Borrower Revolving Loans made to them Notes” and, together with the U.S. Borrower Revolving Notes, the “Revolving Notes”), (iii) in the case of U.S. Borrower Swingline Loans, by such Lendera promissory note duly executed and delivered by each U.S. Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (the “U.S. Borrower Swingline Note”), and (iv) in the case of Dutch Borrower Swingline Loans, by a promissory note duly executed and delivered by each Dutch Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, a “Dutch Borrower Swingline Note” and, together with the U.S. Borrower Swingline Note, the “Swingline Notes”). (a) 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation obligations in respect of such Loans. (b) 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 principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from 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, each respective Borrower shall promptly execute and deliver to the respective Lender, at such Borrower’s obligation expense, the requested Note in the appropriate amount or amounts to repay the Loans and other amounts owing by evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon Any Lender may request that the 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 any Lender the Maximum Commitment or the Swing Line (ii) if payable to a Lender, be in the amount of aggregate Commitments of such Lender; (b) (i) except as provided in the Company will execute and deliver 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 (ii) if requested at such Revolving Lender a Revolving Facility Note times as there is only one (1) Lender, such Lender; (c) be substantially in the form of Exhibit A hereto (with blanks appropriately completed in conformity herewith herewith); and (d) be made by the appropriate Borrower Party. The Loans to evidence be made by the CompanyLenders 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 obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, Office or (ii) 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 Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit C hereto (with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, herewith); and interest on, the Term Loans made to it (E) be duly executed by such Term Qualified Borrower. Each Borrower Party agrees, from time to time, upon the request of the Administrative Agent or any applicable Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver reissue new Notes to the Swing Line Administrative Agent or such Lender a Swing Line (in accordance with the next sentence and Section 12.11) in substitution for the Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender or in the Swing Line amount of that ▇▇▇▇▇▇’s Commitments and, if necessary, issue a replacement Note to the Administrative Agent and each Lender, such that all Notes then outstanding collectively provide for the Maximum Commitment. Any issuance of a Note to a Lender shall be pursuant to this Section 3.01.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line 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 in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicable, in respect of Tranche B Initial Term Loans shall be dated the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, First Incremental Amendment Closing Date and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute Tranche B Delayed Draw Closing Date. Each Note shall be payable as provided in Section 2.2(b) or (c), as applicable, and deliver provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any 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. (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 Swing Line Lender 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 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 Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision 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 Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.outstanding Tranche B Term Loans

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if A Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan "A Term Note" and, collectively, the "A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableB Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "B Term Note" and, collectively, the Canadian Revolving Loans made to them "B Term Notes"), (iii) if Acquisition Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the from of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The A Term Note issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay 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 A Term Loan Commitment of such Bank on the Restatement Effective Date and be payable in the principal ofamount of the A Term Loans evidenced thereby, (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 interest on, mandatory repayment as provided in Section 3.02 and (vii) be entitled to the Swing Loans made to it benefits of this Agreement and the Guaranties and be secured by the Swing Line Lender; providedSecurity Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, however(ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, that (iii) be in a stated principal amount equal to the decision 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 Lender 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 Swing Line Lender to making of an incorrect notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation obligations to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Initial Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each an “Initial Term Note” and, and interest oncollectively, the “Initial Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a “Revolving Note” and, and interest oncollectively, the Canadian “Revolving Loans made to them Notes”), (iii) in the case of Swingline Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall (at its expense) promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Lender shall be evidenced (i) if Term Loans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term Lender, Notes") and (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation a Lender shall (i) be executed by the Borrower, (ii) be payable to pay the 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 ofamount of Term Loans evidenced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver LIBOR 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 Swing Line 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, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Revolving Commitment of such Lender and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount 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 interest onLIBOR Loans, as the Swing Loans 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 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 it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender or of its Notes, endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any (a) The Borrower's obligation to pay the principal ----- of, and interest on, the Loans made to it by each Lender or the Swing Line Lender, shall be evidenced (i) if Tranche A Term Loans, by a promissory note substantially in the Company will execute and deliver to such Revolving Lender a Revolving Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Tranche A Term Note" and, and interest oncollectively, the Revolving Loans made to it by such Revolving Lender"Tranche A Term Notes"), (ii) if Tranche B Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, a "Tranche B Term Note" and interest oncollectively, the "Tranche B Term Loans made to it by such Notes"; together with the Tranche A Term LenderNotes, the "Term Notes"), (iii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Tranche A Term Note issued to evidence each Lender with a Tranche A Term Commitment shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the 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 be payable in the principal ofamount of Tranche A Term Loans evidenced thereby, (iv) mature 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 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. (c) The Tranche B Term Note issued to each Lender with a Tranche B Term Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Additional Borrowing Date, (iii) be in a stated principal amount equal to (x) the Initial Tranche B Term Loans made by such 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 the principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Facility Final Maturity Date, (v) bear interest onas provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the Swing Loans made case may be, evidenced thereby, (vi) be subject to it 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 Swing Line Lender; providedBorrower, however(ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, that (iii) be in a stated principal amount equal to the decision Revolving Commitment of any such Lender or and be payable in the Swing Line Lender to not request a Note shall principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Facility Final Maturity Date, (v) bear interest as provided in no way detract from any Borrower’s obligation to repay 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 amounts owing 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, (ii) be in a stated principal amount equal to the Swingline Commitment and be payable in the outstanding principal amount of the 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 Borrower to notation or any error in any such Lender or notation shall not affect the Swing Line LenderBorrower's obligations in respect of such Loans.

Notes. Upon request The Tranche A Loans made by Lender to Borrowers hereunder, if any, shall be evidenced by one or more promissory notes of any Borrowers, 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 amended, endorsed, renewed, extended, or otherwise modified from time to time, the Swing Line Lender“Tranche A Notes”) and the Tranche B Loans made by Lender to Borrowers 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 order of Lender and in a principal amount equal in aggregate to the Tranche B Maximum Amount (i) as amended, endorsed, renewed, extended, or otherwise modified from time to time, the Company will execute “Tranche B Notes;” and deliver together with the Tranche A Notes, the “Notes;” and individually, a “Note”). Lender is hereby authorized to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith record the date and amount of each Loan made by it to evidence the Company’s obligation to pay the principal ofBorrowers, if any, and interest on, the Revolving Loans made to it date and amount of each payment or prepayment of principal thereof by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofBorrowers, and interest on, the Term Loans made to it such recordation may be evidenced by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of’s internal records, and interest onany such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, provided that the decision of failure to make any Lender such recordation or any error in such recordation shall not affect Borrowers’ obligations hereunder or under the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing executed by such Borrower to such Lender or the Swing Line LenderBorrowers.

Notes. Upon request (a) The Borrower's obligation to pay the principal of any Lender and interest on all the Loans made to it by each Bank are or shall be evidenced, as the Swing Line Lendercase may be, (i) in the Company will execute case of Revolving Loans, by a promissory note (each, a "REVOLVING NOTE"), substantially in the form of Exhibit 1.05 (a) (i), duly executed and deliver to such Revolving Lender a Revolving Facility Note delivered by the Borrower, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, herewith; (ii) in the Company will execute case of Acquisition Term Loans, by a promissory note (each, an "ACQUISITION TERM NOTE"), substantially in the form of Exhibit 1.05(a)(ii), duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, herewith; (iii) if applicablein the case of Supplemental Revolving Loans, by a promissory note (each, a "SUPPLEMENTAL REVOLVING NOTE"), substantially in the Canadian Borrowers will execute form of Exhibit 1.05 (a) (iii), duly executed and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note delivered by the Borrower, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, herewith; and (iv) in the Company will execute 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 deliver to delivered by the Swing Line Lender a Swing Line Note Borrower, with blanks appropriately completed in conformity herewith herewith. (b) The Revolving Notes issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal ofamount equal to the Revolving Loan Commitment of such Bank, and be payable in 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 onas 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 Swing Existing Revolving Notes shall be returned to the Borrower marked "Canceled". (c) The Acquisition Term Note of the 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) be in a stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and be payable in the aggregate principal amount of the outstanding Acquisition Term Loans evidenced thereby, (v) mature, 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 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 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 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 it each Bank shall (i) be executed by the Swing Line Lender; providedBorrower, however(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 decision 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 Lender or of its Notes, endorse on the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay reverse side thereof the outstanding principal amount of the Loans and evidenced thereby. Failure to make any such notation shall not affect the obligations of the Borrower or any other amounts owing by Credit Party hereunder or under any other applicable Credit Document in respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it the Borrower by such Revolving Lendereach Lender shall be set forth (i) with respect to the Term Loans, on the Term Register maintained by the Administrative Agent and (ii) with respect to Revolving Loans, on the Company will execute Revolving Register maintained by the Revolving Agent and, subject to the provisions of Section 1.05(b), (c) and deliver to such (d), shall be evidenced by, at the request of the Revolving Agent or the Administrative Agent, as the case may be, a promissory note substantially in the form of Exhibit B for Revolving Loans (each, a “Revolving Note”) and Exhibit C for Term Lender Loans (each, a “Term Facility Note Note”), with blanks appropriately completed in conformity herewith (each Revolving Note or Term Note, as the same may be amended, supplemented or otherwise modified from time to evidence time, a “Note”). (b) The Revolving Note issued to each Revolving Lender shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay such Revolving Lender or its registered assigns and be dated the principal of, and interest onClosing Date (or in the case of any Revolving Note issued after the Closing Date, the Term Loans made to it by such Term Lenderdate of issuance thereof), (iii) if applicablebe 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 Canadian Borrowers will 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 the delivery of such Notes. The failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall not affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) 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 of its Loans, the Borrower promptly shall execute and deliver to each Canadian that Lender a CDOR the requested Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will The Borrower shall execute and deliver to the Swing Line Lender Agent on the Effective Date (i) a Swing Line Note with blanks promissory note substantially in the form of Exhibit B-1 in the principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (such note, including any replacement note therefor issued in conformity herewith to evidence accordance with the Company’s obligation to pay 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 ofamount of Tranche B of the Loan outstanding on the date hereof owing to each Tranche B Lender, dated the Effective Date and interest onotherwise 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 collectively, together with the Tranche A Note, the Swing Loans "Notes"). Each Note shall be made payable to it by the Swing Line LenderAgent at the office of the Agent; provided, however, provided that at the decision request of any Lender or Lender, the Swing Line Lender to not request Borrower shall execute and deliver a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (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 Swing Line 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 Notes, the promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower for cancellation.

Notes. Upon request Each Tranche A-1 Loan shall be evidenced by a Tranche A-1 Note (which qualifies as a ▇▇▇▇▇▇ under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (ii) each Tranche A-2 Loan shall be evidenced by 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 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 portion of such Lender’s Loans and Notes pursuant to Section 15.6. In case of theft, partial or complete destruction or mutilation of any Note, the relevant Lender or shall be entitled to request to the Swing Line LenderBorrowers, and the Borrowers shall promptly (ibut in any event within ten days of such notice) the Company will execute and deliver to such Revolving Lender in lieu thereof a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence new Note, dated the Company’s obligation to pay same date as the principal oflost, and interest onstolen, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender destructed or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lendermutilated Note.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of A Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “A Term Note” and, collectively, the “A Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note U.S. Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “B Term Note” and, collectively, the Canadian “B Term Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera 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), and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans respective Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of a Revolving Loan, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Revolving Note” and, and interest oncollectively, the Term Loans made to it “Revolving Notes”) and (ii) in the case of a Swingline Loan, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each a “Swingline Note” and, collectively, the “Swingline Notes”). (b) The Revolving Note issued to evidence their obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall 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 Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Initial Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “Initial Term Note” and, collectively, the “Initial Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them Notes”), (iii) in the case of Swingline Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of any Lender or the Swing Line LenderSection 6.9(i)), (i) the Company will execute and deliver shall have accepted for purchase all of the G-P 8.875% Notes tendered by the holders thereof pursuant to such Revolving Lender a Revolving Facility Note with blanks appropriately completed the G-P 8.875% Notes Tender Offer and, if any G-P 8.875% Notes have not been tendered in conformity herewith to evidence the Company’s obligation to pay G-P 8.875% Notes Tender Offer or have been withdrawn from the principal ofG-P 8.875% Notes Tender Offer, and interest onif requested by Purchaser, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender shall have delivered a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver redemption notice to the Swing Line Lender a Swing Line Note holders of the G-P 8.875% Notes and the trustee under the G-P 8.875% Notes Indenture concurrent with blanks appropriately completed in conformity herewith the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to evidence satisfy and discharge such indenture as of the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line LenderEffective Time; provided, howeverthat 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 7 3/8% Notes tendered by the holders thereof pursuant to the G-P 7 3/8% Notes Tender Offer and, if any G-P 7 3/8% Notes have not been tendered in the 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 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 decision Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans redemption notice and all certificates, opinions and other amounts owing 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 9.375% Notes tendered by the holders thereof pursuant to the G-P 9.375% Notes Tender Offer and, if any G-P 9.375% Notes have not been tendered in the G-P 9.375% Notes Tender Offer or have been withdrawn from the G-P 9.375% Notes Tender Offer, if requested 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 Borrower 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 Lender 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 Swing Line LenderG-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 permitted thereunder; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption. If requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the outstanding G-P 7.500% Notes and the trustee under the 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 G-P 7.500% Indenture, in each case as of or concurrent with the Effective Time; provided, that this shall not be a condition to consummation of the Merger 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. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Replacement Term B-1 Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit G-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Replacement Term B-1 Note” and, collectively, the “Replacement Term Loans made to it by such Term LenderB-1 Notes”), (iiiii) if applicablein the case of Replacement Term B-2 Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Replacement Term B-2 Note” and, collectively, the Canadian “Term Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Loan Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon Any Lender may request that the 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 any Lender the Maximum Commitment or the Swing Line (ii) if payable to a Lender, be in the amount of aggregate Commitments of the applicable Lender; (b) (i) except as provided in the Company will execute and deliver 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 (ii) 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 (or, if requested by such Lender, to such Revolving Lender a Revolving Facility Note and its registered assigns); (c) bear interest in accordance with Section 2.05; (d) be substantially in the form of Exhibit A attached hereto (with blanks appropriately completed in conformity herewith herewith); and (e) be made by the appropriate Borrower Party. The Loans to evidence 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 Company’s obligation amount of the Loans to pay 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 of, and interest on, the Revolving Loans made to it by such Revolving Lender, office of Administrative Agent or (ii) the Company will execute and deliver 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 such Term Lender a Term Facility Note and its registered assigns); (C) bear interest in accordance with Section 2.05; (D) be substantially in the form of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, herewith); and interest on, the Term Loans made to it (E) be duly executed by such Term LenderQualified Borrower. Each Borrower Party agrees, 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) if applicable, in substitution for the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender or in the Swing Line amount of that Lender’s Commitments and, if necessary, issue a replacement Note to Administrative Agent and each applicable Lender, such that all Notes then outstanding collectively provide for the Maximum Commitment. Any issuance of a Note to a Lender shall be pursuant to this Section 3.01.

Notes. Upon request The Loans to be made by Lenders to Borrower hereunder shall be evidenced by promissory notes of any Borrower. Each Note shall: (a) be in the amount of the applicable aggregate Commitments of the applicable Lender or Group; (b) be payable to the Swing Line Lender, order of the Managing Agent for such Lender Group; (ic) bear interest in accordance with the Company will execute and deliver to such Revolving Lender a Revolving Facility Note provisions hereof; (d) be in the form of Exhibit B-1 attached hereto (with blanks appropriately completed in conformity herewith herewith); and (e) be made by the Borrower. The Loans to evidence be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a Qualified Borrower Promissory Note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall: (a) be in the Company’s obligation amount of the applicable aggregate Loans of the applicable Lender Group to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver be advanced to such Term Qualified Borrower; (b) be payable to the order of the Managing Agent for such Lender a Term Facility Note 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 herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower Party agrees, from time to evidence time, upon the Company’s obligation request of Administrative Agent or any applicable Managing Agent, to pay reissue new Notes, in accordance with the principal ofterms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 14.12(b) 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 interest on, such previously issued Notes shall be returned to the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal ofapplicable Borrower Party marked “cancelled”. Each Managing Agent shall, and interest onis hereby authorized to, make a notation on the Canadian Revolving Loans made schedule attached to them by such Lenderthe Note of the date and the amount of each Loan and the date and amount of each payment of principal thereon, and (iv) prior to any transfer of the Company will execute and deliver to Note, such Managing Agent shall endorse the Swing Line Lender a Swing Line outstanding principal amount of the Note with blanks appropriately completed in conformity herewith to evidence on the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lenderschedule attached thereto; provided, however, that failure to make such notation shall not limit or otherwise affect the decision obligations of any Borrower Party hereunder or under such Note to pay when due the aggregate unpaid principal amount of Obligations owing to the applicable Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing Group by such Borrower Party under this Credit Agreement, and to such Lender pay interest on the aggregate unpaid principal amount of Obligations (as so adjusted) and to pay any other amount owing hereunder or the Swing Line Lenderthereunder, in each case as provided herein.

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) in the Company will execute and deliver to such Revolving Lender case of Term Loans, by a Revolving Facility Term Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderform of Exhibit A-1, (ii) in the Company will execute and deliver to such Term Lender case of Revolving Loans, by a Term Facility Revolving Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal ofform of Exhibit A-2, and interest on(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 Loans made Note issued to it a Lender with a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Term Lender, (iii) if applicablebe dated as of the Closing Date (or, in the Canadian Borrowers will execute case of a Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and deliver Acceptance), (iv) be in a stated principal amount equal to each Canadian Lender such Lender's Term Loan Commitment (or, in the case of a CDOR Term Note and a Canadian Base Rate Note issued after the Closing Date, in an amount equal to the unpaid principal amount of such Lender's Term Loan), (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of Section 2.8, as the same may be applicable from time to evidence their obligation time to pay the principal of, and interest on, the Canadian Revolving Loans Term Loan made to them 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) 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 Company will execute and deliver provisions of Section 2.8, as the same may be applicable from time to time to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofRevolving Loans made by such Lender, and interest on, (vi) be entitled to all of the Swing Loans made benefits of this Agreement and the other Credit Documents and subject to it the provisions hereof and thereof. (d) The Swingline Note shall (i) be executed by the Swing Line Borrower, (ii) be payable to the order of the Swingline Lender, (iii) be 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. (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 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 information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the decision 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 Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon request (a) Borrower agrees that upon written notice by Agent to Borrower that a promissory note or other evidence of indebtedness is requested by Lenders to evidence the Loan and other Obligations owing or payable to, or to be made by, Lenders, Borrower shall promptly (and in any event within ten (10) Business Days of any Lender or the Swing Line Lender, (isuch request) the Company will execute and deliver to such Revolving Lender Agent a Revolving Facility Note with blanks appropriately completed promissory note in conformity herewith to evidence favor of Agent, for the Companybenefit of Lenders, in the form attached hereto as Exhibit C. (b) Upon Agent’s obligation to pay the principal ofwritten request, and interest onin any event within ten (10) Business Days of any such request, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will Borrower shall execute and deliver to 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 Term Lender a Term Facility Note with blanks appropriately completed smaller amounts or denominations as Agent shall specify in conformity herewith 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 evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term Lendernew Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (c) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, (iii) if applicabledestruction, loss or theft of any Notes and the Canadian Borrowers will 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 each Canadian Lender a CDOR Note Borrower after Agent’s receipt of the replacement Notes; and a Canadian Base Rate Note if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with blanks appropriately completed an indemnity in conformity herewith writing reasonably acceptable to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to save them harmless in respect of such Lender or the Swing Line Lenderreplaced Note.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Term Note" and, and interest oncollectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Canadian "Revolving Loans made to them by such LenderNotes"), and (iviii) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing each Lender that has a Term Loan Commitment or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial 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 execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrowers’ obligation to pay the principal of, and interest on, the Revolving Loans made to it the Borrowers by such Revolving Lendereach Lender shall be set forth (i) with respect to the Term Loans, on the Term Register maintained by the Administrative Agent and (ii) with respect to Revolving Advances, on the Company will execute Revolving Register maintained by the Revolving Agent and, subject to the provisions of Sections 1.07(b), (c) and deliver to such (d), shall be evidenced by, at the request of the Revolving Agent or the Administrative Agent, as the case may be, a promissory note substantially in the form of Exhibit C for the Revolving Note and Exhibit D for the Term Lender a Term Facility Note Note, with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to evidence time, a “Note”). (b) The Revolving Note issued to each Revolving Lender shall (i) be executed jointly by each of the Company’s obligation Borrowers, (ii) be payable to pay such Revolving Lender or its registered assigns and be dated the principal of, and interest onClosing Date (or in the case of any Revolving Note issued after the Closing Date, the Term Loans made to it by such Term Lenderdate of Issuance thereof), (iii) if applicablebe 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 Canadian 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 the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers will 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 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 of its Loans, each of the Borrowers shall promptly jointly execute and deliver to each Canadian that Lender a CDOR the requested Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term Note” and, collectively, the “Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them by such Lender, Notes”); and (iviii) in the Company will execute case of Swingline Loans, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note 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 evidence the Company’s obligation to pay the principal ofeach Lender that has an Initial Term Loan Commitment, and interest on, the Swing an Incremental Term Loan Commitment or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line 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 sum of (x) the aggregate principal amount of Term Loans held by such 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 (i) be executed by the 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 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 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 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 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 execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) in the Company will execute and deliver to such case of Revolving Lender Loans, by a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal ofform of Exhibit A-1, and interest on(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 Loans made Note issued to it a Lender shall (i) be executed by such Revolving Lenderthe Borrower, (ii) be payable to the Company will execute and deliver to order of such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicablebe dated as of the Closing Date (or, in the Canadian Borrowers will execute case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and deliver Acceptance), (iv) be in a stated principal amount equal to each Canadian Lender a CDOR Note and a Canadian Base Rate Note such Lender's Revolving Credit Commitment, (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of Section 2.8, as the same may be applicable from time to evidence their obligation time to pay the principal of, and interest on, the Canadian Revolving Loans made to them 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) be dated as of the Closing Date, (iv) the Company will execute and deliver be in a stated principal amount equal to the Swing Line Lender a Swing Line Note Swingline Commitment, (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of Section 2.8, as the same may be applicable from time to evidence time to the Company’s obligation to pay the principal ofSwingline Loans, and interest on(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 respect thereof and will, in the Swing 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 Type of the Loans made evidenced thereby as of the date of transfer or provide such information on a schedule to it by the Swing Line LenderAssignment and Acceptance relating to such transfer; provided, however, that --------- -------- the decision 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 Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term B-1 Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit G,-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term B-1 Note” and, collectively, the “Term Loans made to it by such Term LenderB-1 Notes”), (iiiii) if applicablein the case of Term B-2 Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Term B-2 Note” and, collectively, the Canadian “Term Notes”), (iiiii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Loan Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Bank shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the Restatement Effective Date (or if issued thereafter, the date of 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, in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal of, and interest on, amount of the Canadian outstanding Revolving Loans made evidenced thereby from time to them by such Lendertime, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver 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 Swing Line Lender 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) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount 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 interest on, mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Loans 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 it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender 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 Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) Each of the outstanding Revolving Notes shall be deemed amended and restated to reflect the change in the maturity date from June 30, 1998 to September 30, 1999. If so requested by a Lender, or in the event of any subsequent assignments pursuant to subsection 9.1 hereto, Assignee Notes will be issued substantially in the form 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 the case may be, of the assignee and/or the assigning Lender. (ii) Following the Third Amended and Restated Closing Date, on each date on which Company will delivers a Notice of Borrowing pursuant to subsection 2.1B for the purpose of financing the purchase of an Eligible Aircraft, Company shall execute and deliver on such date to each Lender (or to Administrative Agent for that Lender) with respect to such Revolving Lender Eligible Aircraft a Revolving Facility Note with blanks appropriately completed substantially in conformity herewith the form of Exhibit IIIA annexed hereto to evidence the Company’s obligation to pay the principal of, and interest on, the that Lender's Revolving Loans made to it by in respect of such Revolving Eligible Aircraft in such Lender, (ii) 's Pro Rata Share of the aggregate principal amount of such Eligible Aircraft's Maximum Note Amount with other appropriate insertions. Company will shall execute and deliver to such Term Lender a Term Facility on the Conversion Date an Amended and Restated Note with blanks appropriately completed substantially in conformity herewith the form of Exhibit IIIB annexed hereto amending and restating each Revolving Note to evidence the Company’s obligation to pay that Lender's Term Loans in the principal of, and interest on, the Term Loans made to it by amount of such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Revolving Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderappropriate insertions.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Parent Borrower's obligation to pay the principal of, and interest on, all of the Revolving 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 Revolving Tranche 1 Lender, (ii) also be evidenced by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, (each a "Note" and interest oncollectively, the Term Loans made "Notes"). (b) The Note issued to it each Tranche 1 Lender shall (i) be executed by the Parent Borrower, (ii) be payable to the order of such Term LenderTranche 1 Lender and be dated the Effective Date (or if issued after the Effective Date, be dated the date of the issuance thereof), (iii) if applicablebe in a stated principal amount equal to the Tranche 1 Commitment of such Tranche 1 Lender and be payable in a principal amount equal to the amount of the Loans made by such Lender 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 Canadian Borrowers Parent Borrower will execute issue a replacement Note in the same principal amount thereof and deliver 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 each Canadian 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 CDOR Note and a Canadian Base Rate Note with blanks appropriately completed evidencing its Loans to the Parent Borrower shall affect or in conformity herewith to evidence their obligation any manner impair the obligations of the Parent Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Parent Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall 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 Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Parent Borrower shall promptly execute and deliver to the Swing Line respective Tranche 1 Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or Company shall execute and deliver on the Swing Line Lender, Closing Date (i) to each Tranche A Term Loan Lender (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Company will execute and deliver to such Revolving Lender Closing Date a Revolving Facility Tranche A Term Note with blanks appropriately completed substantially in conformity herewith the form of EXHIBIT IV annexed hereto to evidence the Company’s obligation to pay that Lender's Tranche A Term Loan, in the principal of, amount of that Lender's Tranche A Term Loan Commitment and interest on, the Revolving Loans made to it by such Revolving Lenderwith other appropriate insertions, (ii) to each Tranche B Term Loan Lender (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Company will execute and deliver to such Closing Date a Tranche B Term Lender a Term Facility Note with blanks appropriately completed substantially in conformity herewith the form of EXHIBIT V annexed hereto to evidence the Company’s obligation to pay that Lender's Tranche B Term Loan, in the principal of, amount of that Lender's Tranche B Term Loan and interest on, the Term Loans made to it by such Term Lenderwith other appropriate insertions, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Working Capital Lender (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Closing Date a CDOR Working Capital Note and a Canadian Base Rate Note with blanks appropriately completed substantially in conformity herewith the form of EXHIBIT VI annexed hereto to evidence their obligation to pay that Lender's Working Capital Loans, in the principal ofamount of that Lender's Working Capital Loan Commitment and with other appropriate insertions, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to Swing Line Lender (or to Administrative Agent for Swing Line Lender) if the Swing Line Lender has so requested at least one Business Day prior to the Closing Date a Swing Line Note with blanks appropriately completed substantially in conformity herewith the form of EXHIBIT VII annexed hereto to evidence the Company’s obligation to pay Swing Line Lender's Swing Line Loans, in the principal of, and interest on, the Swing Loans made to it by amount of the Swing Line Loan Commitment and with other appropriate insertions, and (v) to each Acquisition Lender (or to Administrative Agent for that Lender; provided) that has so requested at least one Business Day prior to the Closing Date an Acquisition Note substantially in the form of EXHIBIT VIII annexed hereto to evidence that Lender's Acquisition Loan, however, in the principal amount of that Lender's Acquisition Loan Commitment and with other appropriate insertions. Company shall execute and deliver on the decision of any First Amendment Closing Date to each Tranche B Term Loan Lender with a First Additional Tranche B Term Loan Commitment (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Swing Line Lender to not request First Amendment Closing Date a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.First

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 12.17 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term Note” and, collectively, the “Term Loans made to it Notes”) and (ii) in the case of Revolving Loans, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) The Term Note issued to evidence their obligation 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, (iii) be in a stated principal amount equal to the Term Loan Commitments of such Lender (or, if issued after the Term Loan Commitment Termination Date, be in a stated principal amount equal to the outstanding Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.07 in respect of the 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. (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 Conversion Date, (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 2.07 in respect of the 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 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 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that 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 principal ofLoans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefor provided pursuant to the Credit 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 (d). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to such Lender the Swing Line Lender a Swing Line requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence such Loans provided that, in the Company’s obligation case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to pay the principal ofBorrower and such requesting Lender, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing duly executed by such Borrower to such Lender or the Swing Line requesting Lender.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 14.17 and shall, if requested by such Revolving Lender, (ii) be evidenced by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Note” and, and interest oncollectively, the Term Loans made “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to it by the such Term LenderLender and be dated the Effective Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) if applicablebe in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the outstanding principal amount of Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby; provided that if, because of fluctuations in exchange rates after the date of issuance thereof, the Canadian Borrowers Note of any Lender would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Dominated Loans, NOK Denominated Loans and/or Sterling Denominated Loans evidenced thereby) of the 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 Note in the amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Loans, NOK Denominated Loans and/or Sterling Denominated Loans evidenced thereby) of the Loans of such Lender outstanding on the date of the issuance of such new Note, (iv) with respect to each Loan evidenced thereby, be payable in the respective Available Currency in which such Loan was made, (v) mature on the Maturity Date, (vi) bear interest as provided in Section 2.09, (vii) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) 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. (d) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that 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 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 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 (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to each Canadian such Lender a CDOR the requested Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence their obligation to pay such Loans provided that, in the principal of, and interest oncase of a substitute or replacement Note, the Canadian Revolving Loans made Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to them by the Borrower and such requesting Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing duly executed by such Borrower to such Lender or the Swing Line requesting Lender.

Notes. Upon request (a) ▇▇▇▇▇▇▇▇ agrees that upon written notice by Agent to Borrower that a promissory note or other evidence of indebtedness is requested by ▇▇▇▇▇▇▇ to evidence the Loan and other Obligations owing or payable to, or to be made by, ▇▇▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) Business Days of any Lender or the Swing Line Lender, (isuch request) the Company will execute and deliver to such Revolving Lender Agent a Revolving Facility Note with blanks appropriately completed promissory note in conformity herewith to evidence favor of Agent, for the Companybenefit of Lenders, in the form attached hereto as Exhibit C. (b) Upon Agent’s obligation to pay the principal ofwritten request, and interest onin any event within ten (10) Business Days of any such request, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will Borrower shall execute and deliver to 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 Term Lender a Term Facility Note with blanks appropriately completed smaller amounts or denominations as Agent shall specify in conformity herewith 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 evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term Lendernew Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (c) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, (iii) if applicabledestruction, loss or theft of any Notes and the Canadian Borrowers will 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 each Canadian Lender a CDOR Note Borrower after Agent’s receipt of the replacement Notes; and a Canadian Base Rate Note if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with blanks appropriately completed an indemnity in conformity herewith writing reasonably acceptable to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to save them harmless in respect of such Lender or the Swing Line Lenderreplaced Note.

Notes. Upon request Borrower shall execute and deliver on the Closing Date (i) to each Lender (or to Administrative Agent for that Lender if requested by such Lender) (a) a Tranche A Term Loan Note substantially in the form of any EXHIBIT V annexed hereto to evidence that Lender's Tranche A Term Loan, in the principal amount of that Lender's Tranche A Term Loan and with other appropriate insertions, (b) a Tranche B Term Loan Note substantially in the form of EXHIBIT VI annexed hereto to evidence that Lender's Tranche B Term Loan, in the principal amount of that Lender's Tranche B Term Loan and with other appropriate insertions, and (c) a Revolving Note substantially in the form of EXHIBIT VII annexed hereto 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) to Swing Line Lender (or the to Administrative Agent for Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed substantially in conformity herewith the form of EXHIBIT VIII annexed hereto to evidence the Company’s obligation to pay Swing Line Lender's Swing Line Loans, in the principal of, and interest on, the Swing Loans made to it by amount of the Swing Line Lender; provided, however, that Loan Commitment and with other appropriate insertions. Administrative Agent may deem and treat the decision payee of any Lender Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any person or entity who, at the Swing Line Lender to not time of making such request a or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderexchange therefor.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made to it Loan shall be evidenced by such Term Lender, (i) a ▇▇▇▇▇▇ evidencing the First Installment; (ii) a ▇▇▇▇▇▇ evidencing the Balance; (iii) if applicable, a ▇▇▇▇▇▇ evidencing interest on the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay Term Loan from the principal of, and interest on, Drawdown Date until the Canadian Revolving Loans made to them by such Lender, Reset Date (exclusively); and (iv) a ▇▇▇▇▇▇ evidencing interest on the Company will Term Loan from the Reset Date (inclusively) until the Maturity Date (each such ▇▇▇▇▇▇ evidencing principal or interest, an “Argentine Note” and together, the “Argentine Notes”), each duly executed and delivered by the Borrower in substantially the form of Exhibit E-1. Each Argentine Note issued pursuant to this Section 2.6(a) shall (i) be dated the date of the execution thereof; (ii) in the case of each Argentine Note evidencing the payment of principal, such Argentine Note shall be in a principal amount equal to each of the First Installment and the Balance; (iii) in the case of each Argentine Note evidencing payment of interest, such Argentine Note shall be in a principal amount equal to each of all interest scheduled to accrue hereunder from the Drawdown Date until the First Repayment Date (exclusively) and all interest scheduled to accrue hereunder from the First Repayment Date (inclusively) until the Maturity Date; (iv) bear interest at the default rate, in accordance with and subject to the conditions set forth in Section 2.4(b) above; (v) be payable on demand (a la vista); (vi) be non-negotiable instruments (no a la orden); and (vii) be signed by an attorney-in-fact duly acting on behalf of the Borrower, and such signature and the capacity of such attorney-in-fact shall be duly certified by an Argentine notary public. On the Drawdown Date the Borrower shall execute and deliver to the Swing Line Lender a Swing Line an Argentine Note with blanks appropriately completed evidencing all interest scheduled to accrue hereunder from the Drawdown Date until the First Repayment Date (exclusively) (as contemplated in conformity herewith clause (iii) above) and on the First Repayment Date the Borrower shall execute and deliver to evidence the Company’s obligation Lender an Argentine Note evidencing all interest scheduled to pay accrue hereunder from the principal ofFirst Repayment Date (inclusively) until the Maturity Date (as contemplated in clause (iv) above). Following the First Repayment Date, and interest onupon the request of the Lender, the Swing Loans made Borrower shall exchange the Argentine Notes evidencing payment of interest by new Argentine Notes reflecting the amount of interest resulting from the LIBOR determined from time to time by the Lender in accordance with this Agreement. Promptly upon receipt of a new Argentine Note evidencing payment of interest, the Lender shall return the replaced Argentine Note to the Borrower marked “cancelled”. Promptly upon the payment in full or in part of any amounts due under any Argentine Note or Argentine Notes, the Lender shall return such Argentine Note or Argentine Notes to the Borrower marked “cancelled” provided, however that in the case of partial repayments, the Lender shall have previously received a new Argentine Note or Argentine Notes evidencing the amounts then outstanding. Notwithstanding the fact that each Argentine Note shall be payable on demand, the Lender shall not exercise such demand right unless and until the amounts evidenced by such Argentine Note have become due and payable in accordance with the terms of this Agreement (whether at the stated maturity, by acceleration or otherwise) and such amounts shall not have been otherwise paid by the Borrower. The Lender agrees that, notwithstanding the simultaneous existence of the U.S. Notes and the Argentine Notes, it is not entitled to recover in the aggregate any amount in excess of the unpaid amounts owing to it under this Agreement, and it will not seek to recover under (i) this Agreement and/or the U.S. Notes any amount recovered by it under the Swing Line LenderArgentine Notes and (ii) the Argentine Notes any amount recovered by it under this Agreement and/or the U.S. Notes; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.however that:

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Bank shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the Effective Date, (iii) be in a stated principal ofamount equal to the Revolving Loan Commitment of such Bank (or, and interest onif issued after the termination of the Total Revolving Loan Commitment, be in a stated principal amount equal to the Canadian outstanding Revolving Loans made of such Bank 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 Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to them by such Lendervoluntary 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 BTCo shall (i) be executed by the Borrower, (ii) be payable to BTCo 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, (iv) mature on the Company will execute 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 deliver mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed 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 conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender 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 Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) The Borrower's obligation to pay the principal of any Lender or and interest on all the Swing Line Lender, Loans made to it by each Bank shall be evidenced: (i) if Term Loans, by a promissory note (each, a "Term Note" and, collectively, the Company will execute "Term Notes") duly executed and deliver to such Revolving Lender a Revolving Facility Note delivered by the Borrower, substantially in the form of Exhibit A hereto, each with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, herewith; and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) if Revolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the Company will execute "Revolving Notes") duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B hereto, with blanks appropriately completed in conformity herewith herewith. (b) The Term Note of the Borrower issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the principal of, order of such Bank and interest on, be dated the Term Loans made to it by such Term LenderEffective Date, (iii) if applicablebe in a stated principal amount equal to the Term Loan Commitment of such Bank and be payable in the aggregate principal amount of the Term Loans evidenced thereby, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature, with respect to each Loan evidenced thereby, on the Company will execute Final 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 deliver Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the Swing Line Lender a Swing Line benefits of this Agreement and the other applicable Credit Documents. (c) The Revolving Note with blanks appropriately completed in conformity herewith of the Borrower issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it each Bank shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to the order of such Bank and be dated the Effective Date, that (iii) be in a stated principal amount equal to the decision Revolving Loan Commitment of such Bank and be payable 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 case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable 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 Lender 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 Borrower's or any Credit Party's obligations hereunder or under the Swing Line Lender to not request a Note shall other applicable Credit Documents in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving each Lender shall be evidenced by a promissory note in favor of the Administrative Agent and, if requested by any Lender, (ii) be evidenced by a promissory note in favor of such Lender duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to evidence the Company’s obligation to pay order of the principal ofAdministrative Agent or the appropriate Lender, as applicable, and interest onbe dated the Effective Date (or, in the Term Loans made to it by such Term Lendercase of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to (x) the Commitment of such Lender on the Effective Date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Commitment of such Lender on the date of the issuance thereof) if issued in favor of a Lender and (y) the Total Commitment less the amount of any other Notes issued in favor of any Lender if issued in favor of the Administrative Agent, and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 3.02 and 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Administrative Agent and/or each Lender, as applicable, will note on its internal records the Canadian Borrowers will execute amount, in the case of the Administrative Agent, of the Loans made to date and, in the case of each Lender in whose favor a Note has been issued, of each Loan made by it and deliver in each instance, each payment in respect thereof and will, prior to each Canadian any transfer of any relevant Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby which notation shall be prima facie evidence of the amount of the Loans. However, 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. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall be delivered to the Administrative Agent and to only those Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed evidencing its Loans to the Borrower shall affect or in conformity herewith to evidence their obligation any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefore provided pursuant to the Credit 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 (c). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when the Administrative Agent or any Lender requests the delivery of a Note to evidence any of Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line Lender a Swing Line Administrative Agent or such Lender, as applicable, the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence such Loans provided that, in the Company’s obligation case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to pay the principal ofBorrower and the Administrative Agent or such requesting Lender, as applicable, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing duly executed by such Borrower to such Lender or the Swing Line requesting Lender.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Lender shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and each Lender shall (ivi) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderEffective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the 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 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 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 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.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if Term Loans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term Lender, Notes") and (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note 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 evidence their obligation each Bank that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Bank 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 equal to the initial Term Loan Commitment of such Bank and be payable in the principal ofamount of Term Loans evidenced thereby (or in the case of a new Term Note issued pursuant to Section 11.04, the Term Loans evidenced thereby at the time of issuance), (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 9 prepayment as provided in Section 3.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment and prepayment as provided in Section 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank that has 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 Initial Borrowing Date (or if issued thereafter, the date of issuance thereof), (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 Company will execute 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 deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01, and mandatory prepayment as provided in Section 3.02, and (vii) be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed benefits of this Agreement and the other Credit Documents. (d) Each Bank will record on its internal records the amount of each Loan made by it and each payment in conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender 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 shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, Borrower agrees that: (i) upon written notice by Lender to Borrower that a promissory note or other evidence of indebtedness is requested by Lender to evidence the Company will Loan and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Revolving Lender an appropriate promissory note or notes in form and substance acceptable to Lender and Borrower and substantially in the form of Exhibit H attached hereto payable to the order of Lender in a Revolving Facility Note with blanks appropriately completed in conformity herewith principal amount equal to evidence the Company’s obligation amount of the Loan, owing or payable to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, ; (ii) all references to Notes in the Company will Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; and (iii) upon Lender's written request, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to 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 Term smaller amounts or denominations as Lender a Term Facility Note with blanks appropriately completed shall specify in conformity herewith its sole and absolute 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 evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term new Notes and returned to Borrower within a reasonable period of time after Lender, (iii) if applicable, 's receipt of the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderreplacement Notes.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation obligations to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Initial Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each an “Initial Term Note” and, and interest oncollectively, the “Initial Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a “Revolving Note” and, and interest oncollectively, the Canadian “Revolving Loans made to them Notes”), (iii) in the case of Swingline Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note 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 evidence any transfer of any of its Notes will endorse on the Companyreverse 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 obligation obligations in respect of such Loans. (c) 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall (at its expense) promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, of and interest onon the Loan to the Lender 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 Revolving Loans made extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to it by such Revolving interest, only to the extent of the interest accrued and unpaid thereon. Each Note shall be (i) payable to the Lender, (ii) dated the Company will execute Disbursement Date and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicablepayable at the date referred to in the corresponding Instructions Letter. On the Disbursement Date, the Canadian Borrowers will execute and deliver Borrower shall provide to each Canadian the Lender (i) a CDOR duly executed Note and (ii) a Canadian Base Rate duly executed Instructions Letter substantially in the form of Annex C, pursuant to which the Borrower authorizes the Lender to complete the Note issued in accordance with blanks appropriately completed in conformity herewith this Section 2.06. (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the Lender shall be entitled to evidence their obligation request to pay the principal ofBorrower, and interest on, the Canadian Revolving Loans made to them by Borrower shall promptly (but in any event within ten (10) Business Days of such Lender, and (ivnotice) the Company will execute and deliver to the Swing Line Lender in lieu thereof a Swing Line new Note, dated the same date as the lost, stolen, 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. The Lender shall, prior to delivery of any replacement Note by the Borrower also comply with blanks appropriately completed in conformity herewith the procedures established by articles 802 to evidence 821 of the Company’s obligation Commercial Code, as amended from time to pay the principal oftime, and interest onby Article 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, the Swing Loans made Lender shall cancel such Note and deliver such cancelled Note to it by the Swing Line LenderBorrower; provided, however, provided further that the decision of any Lender or the Swing Line Lender Borrower shall have already delivered a substitute Note to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.the

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrowers’ obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.17 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrowers substantially in the form of Exhibit B–1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Revolving Note” and, and interest oncollectively, the Term Loans made to it by such Term Lender, “Revolving Notes”) and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate 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 evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and each Lender requesting same shall (ivi) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it be executed by the Swing Line Lender; providedBorrowers, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderEffective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the 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 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. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrowers, (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 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 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 Borrowers’ 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 Borrowers shall affect or in any manner impair the joint and several 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 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 be required to make the notations otherwise described in preceding clause (d) of this Section 1.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line 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 10023685561003003016v52 #8894688589588927v75 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) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicablein respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute Tranche B Delayed Draw Closing Date and, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date and deliver (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c) or, (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 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 Swing Line Lender 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 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 Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts 10023685561003003016v52 #8894688589588927v75 set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision 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 Lender or outstanding Tranche B Term Loans 10023685561003003016v52 #8894688589588927v75 (d) The unpaid aggregate principal amount of the Swing Line Lender to Tranche C Term Loans shall be repaid in full on the Tranche C Term Loan Maturity Date (or, if such day is not request a Note Business Day, on the immediately preceding Business Day). (e) The unpaid aggregate principal amount of the Tranche D Term Loans shall be repaid in no way detract from any Borrower’s obligation to repay full on the Loans and other amounts owing by Tranche D Term Loan Maturity Date (or, if such Borrower to such Lender or day is not a Business Day, on the Swing Line Lenderimmediately preceding Business Day).

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving LenderBank, also be evidenced (iii) if Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Term Note" and, and interest oncollectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iviii) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence each Bank that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay such Bank 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 ofamount equal to the 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 Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing 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 made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date (or, that if issued after the decision 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. (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 Lender 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 Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) B▇▇▇▇▇▇▇ agrees that upon written notice by Agent to B▇▇▇▇▇▇▇ that a promissory note or other evidence of indebtedness is requested by L▇▇▇▇▇▇ to evidence the Company will Loan and other Indebtedness owing or payable to, or to be made by, L▇▇▇▇▇▇, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Revolving Lender Agent a Revolving Facility Note with blanks appropriately completed promissory note in conformity herewith favor of Agent, for the benefit of Lenders, in form and substance acceptable to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, Agent in its Permitted Discretion; (ii) all references to Note or Notes in the Company will 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, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to 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 Term Lender a Term Facility Note with blanks appropriately completed smaller amounts or denominations as Agent shall specify in conformity herewith 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; provided, further, that such Notes that are to evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term Lendernew 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, (iii) if applicabledestruction, loss or theft of any Notes and the Canadian Borrowers will 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 each Canadian Lender a CDOR Note Borrower after Agent’s receipt of the replacement Notes; and a Canadian Base Rate Note if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with blanks appropriately completed an indemnity in conformity herewith writing reasonably acceptable to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to save them harmless in respect of such Lender or the Swing Line Lenderreplaced Note.

Notes. Upon request of any Lender or the Swing Line Lender, (i) The Notes of each Class (except for the Company will execute Class A-R Notes, the Class F Notes and deliver 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 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 “Regulation S Global Note”), and shall be deposited on behalf of the subscribers for such Revolving Lender Notes represented thereby with the Trustee as custodian for, and registered in the name of a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal nominee of, DTC for the respective accounts of Euroclear and interest onClearstream, duly executed by the Revolving Loans made to it Issuer and authenticated by such Revolving Lender, the Trustee or the Authenticating Agent as hereinafter provided. (ii) The Notes of each Class (except for the Company will execute Class A-R Notes, the Class F Notes and deliver the Class G Notes) sold to Persons that are QIB/QPs shall each be issued initially in the 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 be deposited on behalf of the subscribers for such Term Lender Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal nominee of, DTC, duly executed by the Issuer and interest on, authenticated by the Term Loans made to it by such Term Lender, Trustee or the Authenticating Agent as hereinafter provided. (iii) if applicableThe Class A-R Notes, the Canadian Borrowers will execute Class F Notes and deliver the Class G Notes shall be issued in the form of one or more definitive, fully registered notes without coupons substantially in the applicable form attached as, with respect to each Canadian Lender such Notes (other than the Class A-R Notes), Exhibit A-2 hereto and, with respect to the Class A-R Notes, Exhibit A-3 hereto (a CDOR Note “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay authenticated by the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and Trustee or Authenticating Agent as hereinafter provided. (iv) The aggregate principal amount of the Company will execute Regulation S Global Notes and deliver the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence records of the Company’s obligation to pay Trustee or DTC or its nominee, as the principal ofcase may be, and interest on, the Swing Loans made to it by the Swing Line Lender; as hereinafter provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving Lendereach 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 (iii) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing each Lender with a Term Loan Commitment and/or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial 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 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 execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Term Note" and, and interest oncollectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Canadian "Revolving Loans made to them by such LenderNotes"), and (iviii) in the Company will execute case of Swingline Loans, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note 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 evidence the Company’s obligation to pay the principal of, and interest on, the Swing each Lender that has a Term Loan Commitment or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line 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 execute and deliver to the respective Lender, at the Borrower's expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit A-1 with blanks appropriately completed in conformity herewith to evidence (each a "Term Note" and collectively the Company’s obligation to pay the principal of, and interest on, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit A-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay (each a "Revolving Note" and collectively the principal of, and interest on, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iviii) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit A-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note, if any, issued to evidence each Bank shall (i) be payable to the Company’s obligation order of such Bank and be dated the Effective Date, (ii) be in a stated principal amount equal to pay the aggregate amount, if any, of the Existing Term Loans and additional Term Loans made by such Bank and be payable in the principal ofamount of the Term Loans evidenced thereby, (iii) mature on the Final Maturity 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. (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 onas provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the Swing 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 it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby and the last date or the Swing Line Lender to not request a Note shall dates on which interest has been paid in no way detract from any Borrower’s obligation to repay respect of the Loans and other amounts owing evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans, or affect the validity of such transfer by any Bank of such Borrower to such Lender or the Swing Line LenderNote.

Notes. Upon request The Ratable Loan and Swingline Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower 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 (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any Lender substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and executed by Borrower, in the principal amount of Five Hundred Million Dollars ($500,000,000), subject to adjustment pursuant to Section 2.16(c) 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”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively 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, or, in the case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be 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 Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Swing Line LenderMaturity Date, (i) as the Company will execute and deliver same may be accelerated. Each Bank is hereby authorized by Borrower to such Revolving Lender a Revolving Facility endorse on the schedule attached to the Ratable Loan Note with blanks appropriately completed in conformity herewith to evidence held by it, the Company’s obligation to pay the principal ofamount of each advance, and interest oneach payment of principal received by such 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 the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the Revolving Loans made to it by such Revolving Lender, (ii) name of the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence Bank making the Company’s obligation to pay the principal of, and interest onsame, the Term Loans made to it by such Term Lender, (iii) if applicabledate of the advance thereof, the Canadian Borrowers will execute interest rate applicable thereto and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest onexpiration of the Interest Period applicable thereto (i.e., the Canadian Revolving Loans made maturity date thereof). The failure by Administrative Agent or any Bank to them by make such Lender, and (iv) the Company will execute and deliver notations with respect to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence Loans or each advance or payment shall not limit or otherwise affect the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision obligations of any Lender Borrower under this Agreement or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be set forth in the Lender Register maintained by the Administrative Agent pursuant to it Section 11.15 and, subject to the provisions of Section 1.05(g), shall be evidenced (if requested by such Revolving LenderLenders) (i) if A Term Loans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “A Term Note” and, collectively, the “A Term Loans made to it by such Term LenderNotes”), (iiiii) if applicableB Term Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “B Term Note” and, collectively, the Canadian Revolving Loans made to them “B Term Notes”), (iii) if RF Loans, by such Lender, and (iv) a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, an “RF Note” and, collectively, the “RF Notes”) and (iv) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each A Term Note, if any, issued to evidence a Lender that makes an A Term Loan shall (i) be executed by the CompanyBorrower, (ii) be payable to the order of such Lender and be dated as of the Closing Date (or, if issued after the Closing Date, be dated as of the date of the issuance thereof), (iii) be in a stated principal amount equal to the A Term Commitment of such Lender on the Closing Date and be payable in the principal amount of A Term Loans evidenced thereby, (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 mandatory repayment as provided in Section 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each B Term Note, if any, issued to a Lender that makes a B Term Loan shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated as of the Closing Date (or, if issued after the Closing Date, be dated as of the date of the issuance thereof), (iii) be in a stated principal amount equal to the Initial B Term Commitment of such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding principal amount of B Term Loans of such Lender at such time) and be payable in the principal amount of B Term Loans 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 mandatory repayment as provided in Section 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each RF Note, if any, issued to an RF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such RF Lender and be dated the Closing Date (or, in the case of any RF Note issued after the Closing Date, the date of issuance thereof), (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 RF Loans evidenced thereby, (iv) mature on the 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 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Swingline Note, if any, 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 Closing Date (or, in the case of any Swingline Note issued after the Closing 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 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 mandatory prepayment as provided in Section 3.03 and (vii) 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 any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make (or any error in making) any such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (g) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders that 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 principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Credit Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (f). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, of and interest onon the Loans to each Lender shall be evidenced by a promissory note with blank spaces and its corresponding letter of instructions (▇▇▇▇▇▇ con es- pacios en ▇▇▇▇▇▇ y carta de instrucciones) substantially in the form of Exhibit D (each, a “Note”). Each Note shall be valid and enforceable as to its principal amount at any time only to the Revolving Loans made extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to it by such Revolving interest, only to the extent of the interest accrued thereon. Each Note shall be (i) payable to the order of the applicable Lender, (ii) dated the Company will Agreement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Agreement Date, the Borrower shall provide to the Admin- istrative Agent for distribution to each Lender (i) a duly exe- cuted Note for each Lender and (ii) a duly executed Instruc- tions Letter substantially in the form of Exhibit B, pursuant to which the Borrower authorizes the applicable Lender to complete the Note issued in accordance with this Section 2.06. (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the applicable Lender shall be entitled to request to the Borrower, and the Borrower shall promptly (but in any event within ten (10) Business Days of such notice) execute and deliver to such Term Lender in lieu thereof a Term Facility new Note, dated the same date as the lost, stolen, destroyed or mutilated Note, in replace- ment of the Note; provided that, in the case of any mutilated Note, such mutilated Note shall be returned to the Borrower and, in the case of any lost, stolen or destroyed Note, the Borrower shall have first received evidence of such loss, theft or destruction as shall reasonably be considered sat- isfactory by the Borrower. Each Lender shall, prior to deliv- ery of any replacement Note by the Borrower also comply with blanks appropriately completed the procedures established by articles 802 to 821 of the Commercial Code and 398 of Law 1564 of 2012 of Có- digo General del Proceso (once it is ruled effective by the Colombian Council of the Judiciary (Consejo Superior de la Judicatura)) or any other Applicable Law in conformity herewith 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 immediately notify the Borrower in writing, cancel such Note and de- liver such cancelled Note to evidence the CompanyBorrower; provided further that the Borrower shall have already delivered a substitute Note to the Administrative Agent. Such Lender shall re- imburse and indemnify the Borrower for and against any and all direct liabilities, obligations, losses, damages, pen- alties, 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 in any way relating to or arising out of such Lender’s Note being lost, stolen or destroyed, excluding any such liabili- ties, obligations, losses, damages, penalties, claims, ac- tions, judgments, suits, costs, expenses or disbursements caused by the Borrower. All replacement Notes issued in connection with this Agreement shall be signed by an Au- thorized 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 principal of the principal ofLoan evidenced by such Note pro tanto, and interest onthe payment of any principal of a Loan in accordance with the terms hereof shall discharge the obligations of the Borrower un- der the Note evidencing such Loan pro tanto. (d) Upon discharge of all obligations of the Borrower under the Loan evidenced by a Note, the Term Loans made Lender holding such Note shall cancel such Note and promptly return it to the Borrower. Gaceta Oficial Nº4353 17 (e) The Notes shall only be sold, as- signed or transferred in accordance with the provisions of this Agreement and Applicable Law. (f) Each Lender agrees and cove- nants that it will not declare any amounts outstanding under any Note (or any interest thereon) to be due and payable prior to its stated maturity thereof except in accordance with the provisions of this Agreement. (g) In the case of a permitted assign- ment pursuant to Section 11.03, (i) if requested by the as- signee and if such assignment is of the entire Loan(s) held by the 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 Adminis- trative Agent of the new Notes in the manner contemplated in clause (ii) below, the Note held by such Term assigning Lender evidencing such Loan (for any assigning Lender, together with the related Instructions Letter, the “Existing Notes” of such assigning Lender) and (iiiii) if applicablerequested by the as- signing Lender or the relevant assignee, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay Administrative Agent shall as promptly as reasonably practicable request that the principal ofBorrower, and interest onthe Borrower hereby agrees to, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute exe- cute and deliver to the Swing Line Administrative Agent as promptly as reasonably practicable (for further delivery to such assign- ing Lender (if applicable) and such assignee) a Swing Line new Note or Notes (together with blanks appropriately completed the related Instructions Letter) evi- dencing the Loan held by such assigning Lender (if appli- cable) and such assignee (in conformity herewith exchange for Existing Notes to evidence the Company’s obligation to pay extent such assignment is of the principal of, and interest on, the Swing Loans made to it entire Loan(s) held by the Swing Line assigning Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender).

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving Lendereach 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 (iii) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing each Lender with a Term Loan Commitment and/or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial 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 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 DBTCA shall (i) be executed by the Borrower, (ii) be payable to DBTCA 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 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 execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute and deliver to such Term Lender case of a Term Facility Note 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 to evidence the Company’s obligation to pay the principal of(each, and interest on, the a “Term Loans made to it by such Term LenderB Note”), (iiiii) if applicablein the case of a Revolving Loan, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them by such Lender, Notes”) and (iviii) in the Company will execute case of a Swingline Loan, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Swingline Note” and, and interest oncollectively, the Swing “Swingline Notes”). (b) The Term Note issued to each requesting Lender with a Term Loan Commitment or outstanding Term Loans made to it under a given Tranche shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line date of issuance thereof, (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender with respect to such Tranche of Term Loans on the initial borrowing date for such Tranche (prior to the incurrence of any Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Term Loans of such Tranche of such Lender on the date of issuance thereof) and be payable in the principal amount of the Term Loans evidenced thereby, (iv) mature on the Maturity Date for such Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 or in the relevant Incremental Agreement in respect of Base Rate Loans 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 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. (d) 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. (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, in all cases in accordance with, and to the extent required by, such Lender’s customary practice. 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 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 (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans under any applicable Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans of such Tranche.

Notes. Upon (a) At the request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving LenderLender to the Borrower shall be evidenced (i) if Initial Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each an "Initial Term Note" and, and interest oncollectively, the "Initial Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableEuro Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each an "Euro Term Note" and, and interest oncollectively, the Canadian Revolving Loans made to them "Euro Term Notes"), (iii) if Incremental Term Loans, by such Lender, a promissory note duly executed and (iv) delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each an "Incremental Term Note" and, collectively, the "Incremental Term Notes") and (iv) if Revolving 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 a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Initial Term Note issued by the Borrower to evidence any Lender that has an Initial Term Loan Commitment or outstanding Initial Term Loans shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)) (or, if issued after the Initial Borrowing Date, the then outstanding Initial Term Loans of such Lender at such time), (iv) mature on the Initial Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08, (vi) be subject to voluntary prepayment as provided in Section 4.01(a) 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 Euro Term Note issued by the Borrower to any Lender that has a Euro Term Loan Commitment or outstanding Euro Term Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (iii) be in a stated principal amount equal to the Euro Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)) (or, if issued after the Initial Borrowing Date, the outstanding Euro Term Loans of such Lender at such time), (iv) mature on the Euro Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08, (vi) be subject to voluntary prepayment as provided in Section 4.01(a) 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 Incremental Term Note issued by the Borrower to any Lender that has an Incremental Term Loan Commitment or outstanding Incremental Term Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender 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 respective Incremental Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)) (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 applicable Incremental Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08, (vi) be subject to voluntary prepayment as provided in Section 4.01(a) 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) The Revolving Note issued by the Borrower to any Lender that has a Revolving Loan Commitment (or after the termination thereof, an outstanding Revolving Loan) shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender at the time of issuance, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08, (vi) be subject to voluntary prepayment as provided in Section 4.01(a) 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. (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 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 Borrower's obligations in respect of such Loans. (g) 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, obtain, maintain or present a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower or any other Credit Party to pay the principal ofLoans (or interest thereon) or perform any other Obligation which would otherwise be evidenced thereby in accordance with the requirements of this Agreement or any other Credit Document, and interest on, shall not in any way affect the Swing Loans made guaranties or security interests in respect thereof provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from any Borrower’s obligation event be required to repay make the Loans and other amounts owing by notations on such Borrower to such Lender or the Swing Line LenderNote otherwise described in preceding clause (f) of this Section 1.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Loans other than the Tranche B Term Loans) or the Swing Line First Amendment Effective Date (in the case of requests relating to the Tranche B Term Loans) or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, (i) the Company will Borrower shall execute and deliver to such Revolving Lender a Revolving Facility promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”, and, collectively, the “Notes”), 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 Subsection 11.6(b)) by such Lender to the Borrower. Each Note shall be dated the Closing Date and; provided, that each Note in respect of a Tranche B Term Loan shall be dated the First Amendment Effective Date. Each Note shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with blanks appropriately completed Subsection 4.1. (i) The Original Initial Term Loans of all the Lenders shall be payable in conformity herewith consecutive quarterly installments beginning on January 26, 2018 up to evidence and including the Company’s obligation Original Initial Term Loan Maturity Date (subject to pay reduction as provided in Subsection 4.4), on the dates (each such date, an “Installment Date”) and in the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable Installment Dates (or, if less, the Revolving aggregate amount of such Original Initial Term Loans made then outstanding): The last Business Day of each Fiscal Quarter ending prior to it by such Revolving Lender, the First Lender Joinder Agreement Effective Date 0.25% of the aggregate initial principal amount of the Original Initial Term Loans on the Closing Date The last Business Day of each Fiscal Quarter ending on or after the First Lender Joinder Agreement Effective Date and prior to the Initial Term Loan Maturity Date $3,258,565.99 Initial Term Loan Maturity Date allAll unpaid aggregate principal amounts of any outstanding Initial Term Loans (ii) The Tranche B Term Loans of all the Company will execute Lenders shall be payable in consecutive quarterly installments beginning on [•]2, 2021 up to and deliver including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Subsection 4.4), on the dates (each such Term Lender date, a Term Facility Note with blanks appropriately completed “Tranche B Installment Date”) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable Tranche B Installment Dates (or, if less, the aggregate amount of such Tranche B Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.then outstanding):

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Term Lender, also be evidenced (iiii) if applicablein the case of an Initial Term Loan, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest onan “Initial Term Note” and, collectively, the Canadian Revolving Loans made to them by such Lender“Initial Term Notes”), and (ivii) in the Company will execute case of Incremental Term Loans, by a promissory note duly executed and deliver delivered by the Borrowers substantially in the form of Exhibit B-2 (with such modifications thereto as may be necessary to the Swing Line Lender a Swing Line Note reflect differing classes of Incremental Term Loans), with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “Incremental Term Note” and, collectively, the Swing “Incremental Term Notes”). (b) The Initial Term Note issued to each requesting Lender with outstanding Initial Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrowers, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderClosing 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) The 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 Borrowers, (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 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 evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrowers’ 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 Borrowers shall affect or in any manner impair the joint and several obligations of the Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any 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, the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Each applicable Borrower's obligation to pay the principal of, and interest on, the General Revolving Loans made to it by each Lender with a General Revolving Commitment shall be evidenced by a promissory note of such Revolving LenderBorrower substantially in the form of Exhibit A-1 (each a "GENERAL REVOLVING NOTE" and, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest oncollectively, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the "GENERAL REVOLVING NOTES"). The Company’s '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) be payable to the order of such Lender and be dated on or 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 principal amount of General Revolving Loans evidenced thereby; (iv) mature on the Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans or Eurocurrency 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. (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, if later, the date such Lender became a party hereto with a Swing Line Revolving Commitment hereunder; (iii) be in a stated principal amount equal to the Swing Line Revolving Commitment of such Lender; provided(iv) be payable in the principal amount of Swing Line Revolving Loans evidenced thereby; (v) mature as to any Swing Line Revolving Loan evidenced thereby on the maturity date, howevernot later than one month following the date such Swing Line Revolving Loan was made, that specified in the decision 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 Lender of the Notes issued to it by any Borrower, endorse on the reverse side thereof or the Swing Line Lender 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 request a Note shall in no way detract from affect any Borrower’s obligation to repay the Loans and other amounts owing by 's obligations in respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute Lender shall be evidenced by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (the "Revolving Note"). (b) The Revolving Note issued to evidence the Company’s obligation Lender shall (i) be executed by the Borrower, (ii) be payable to pay the principal oforder of the Lender (or an affiliate designated by the Lender) or its registered assigns and be dated the Effective Date (or, and interest onif issued thereafter, the Term Loans made to it by such Term Lenderdate of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Commitment of the Lender on the date of issuance thereof (or, if applicableissued after the termination of such Commitment, in an amount equal to the exposure of the Lender), provided that if, because of fluctuations in exchange rates after the date of issuance thereof, the Canadian Borrowers will Revolving Note of the Lender would not be at least in an amount equal to the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Loans evidenced thereby) of the Revolving Loans made by the Lender at any time outstanding, the Lender may request (and in such case the Borrower shall promptly execute and deliver deliver, upon return by the Lender of the Revolving Note to each Canadian be replaced) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Loans evidenced thereby) of the Revolving Loans of the Lender a CDOR Note and a Canadian outstanding on the date of the issuance of such new Revolving Note, (iv) bear interest as provided in Section 1.06 in respect of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby from time to time, (v) 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 other Credit Documents. (c) The 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 Revolving Note with blanks appropriately completed endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in conformity herewith any such notation or endorsement shall not affect the Borrower's obligations in respect of any Loans. (d) Notwithstanding anything to evidence their obligation the contrary contained above or elsewhere in this Agreement, the Revolving Note shall only be delivered to the Lender at any time the Lender specifically requests the delivery of the Revolving Note. No failure of the Lender to request or obtain a Revolving Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. In the event the Lender does not have a Revolving Note evidencing its outstanding Loans, the Canadian Lender shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when the Lender requests the delivery of a Revolving Loans made Note to them by such Lenderevidence any of its Loans, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Revolving Note with blanks appropriately completed in conformity herewith the appropriate amount to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or (a) The Borrower's obligation to pay the Swing Line Lenderprincipal of, ----- and interest on, the Loans made by each Bank to the Borrower shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Revolving Lender a Revolving Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the "Revolving Loans made to it by such Revolving Lender, Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note 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 evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the principal ofEffective Date (or, and interest onif issued after the Effective Date, be dated the Term Loans made to it by such Term Lenderdate of the issuance thereof), (iii) if applicable, be in a stated principal amount equal to the Canadian Borrowers will execute Commitment of such Bank and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed be payable in conformity herewith to evidence their obligation to pay the outstanding principal of, and interest on, amount of the Canadian Revolving Loans made to them by such Lenderevidenced thereby, and (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evid- enced 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 Swing Line Lender 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 Swingline Bank or its registered assigns 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 Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith the outstanding principal amount of the Swingline Loans evidenced thereby from time to evidence time, (iv) mature on the Company’s obligation 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 pay the principal ofvoluntary prepayment as provided in Section 4.01, and interest on, mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing 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 Note endorse on the reverse side thereof the outstanding principal amount of Loans made evidenced thereby. Failure to it by make any such notation (or any error in such notation) shall not affect the Swing Line Lender; provided, however, that the decision Borrower's obligations in respect of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender shall be evidenced in the Lender Register maintained by the Administrative Agent pursuant to Section 12.04(c) and, if requested by such Revolving Lender, shall also be evidenced (iii) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “ Term Note” and, collectively, the “ Term Loans made to it by such Term LenderNotes”), (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them by such LenderNotes”), and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued to evidence each Lender requesting same that has a New Term Loan Commitment, an Incremental Term Loan Commitment or outstanding Term Loans shall (i) be executed by the CompanyBorrower, (ii) be payable to the Lender or its registered assigns and be dated the Restatement Effective Date (or, if issued after the Restatement Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the sum of (x) the aggregate principal amount of Existing Term Loans held by each Lender and (y) the New Term Loan Commitment of such Lender (or, if issued after the Restatement Effective Date, be in a stated principal amount equal to the sum of (x) the aggregate principal amount of Term Loans held by such Lender and (y) the Incremental Term Loan Commitment (if any) of such Lender) 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 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 RF Lender requesting same shall (i) be executed by the Borrower, (ii) be payable to the RF Lender or its registered assigns and be dated the Restatement Effective Date (or, if issued after the Restatement Effective Date, be dated the date of issuance thereof), (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 Revolving Loans evidenced thereby, (iv) mature on the 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 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 its registered assigns and be dated the Restatement Effective Date (or, if issued after the Restatement Effective 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 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 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 Borrower’s obligation 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 principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (e). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Each Borrower's obligation to pay the principal of, and interest on, the Revolving each Bank's Loans made to it such Borrower hereunder shall be evidenced by a promissory note of such Borrower (each an "Initial Note") duly executed and delivered by such Revolving Lender, Borrower to each such Bank at the time when the Initial Project Loan pursuant to which such Initial Note is issued as requested by the applicable Borrower. Each Initial Note shall: (i) be payable to the order of the Bank to which it is issued; (ii) be dated the Company will execute and deliver date of the Initial Project Loan pursuant to which such Note is issued; (iii) be in original principal amount equal to such Term Lender a Term Facility Bank's Pro Rata Share of the Project Commitment in effect with respect to the Project to which such Note relates; and (iv) otherwise be in substantially the form of Exhibit B-1 hereto, duly completed. Notwithstanding that the stated principal amount of each Note shall be equal to such Bank's Pro Rata Share of the Project Commitment to which such Note relates, such Note shall be enforceable with blanks appropriately completed in conformity herewith respect to evidence the Company’s applicable Borrower's obligation to pay the principal ofamount thereof only to the extent of the Loans evidenced thereby, and such Note shall bear interest onfrom time to time only on the unpaid principal amount of the Loans evidenced thereby. In the event that any Borrower requests an increase in any Project Commitment pursuant to Section 2.3(b) hereof, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall concurrently therewith execute and deliver to the Swing Line Lender Banks amended and restated Notes evidencing such increases in each Bank's Project Commitment in respect of the affected Project (each an "Amended Note"), which shall each be in substantially the form of Exhibit B-2 hereto, duly completed, dated the date of such increased Project Commitment and with a Swing Line Note with blanks appropriately completed in conformity herewith principal amount equal to evidence the Company’s obligation to pay applicable Bank's Pro Rata Share of the principal of, revised Project Commitment. Upon receipt of such Amended Notes and interest onacceptance thereof by the Managing Agent, the Swing Loans made Initial Notes which have been amended and restated thereby shall be deemed cancelled and of no further effect and shall be returned to it by the Swing Line Lender; provided, however, that Borrower which issued the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lendersame.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a The Revolving Facility and all Advances thereunder shall be evidenced by the Borrower’s receipts and the Notes. The aggregate principal amount of all Advances under Note with blanks appropriately completed in conformity herewith A shall be limited to evidence the Company’s obligation lesser of (a) Thirty-Eight Million Five Hundred Thousand Dollars ($38,500,000) or (b) an amount equal to pay fifty percent (50%) of the principal of, and interest on, aggregate Appraised Value of the Mortgaged Properties (the “Note A Maximum Limit”). All Advances under the Revolving Loans Facility made to it in excess of the Note A Maximum Limit up to, but not exceeding the Borrowing Base, shall be evidenced by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line LenderB; provided, however, the aggregate amount of all Advances under Note B shall be limited to Eleven Million Five Hundred Thousand Dollars ($11,500,000). Borrower agrees that if after the decision Closing Date an Assignee becomes a Lender in accordance with the terms of any Lender or this Agreement, Borrower shall execute Notes payable to the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to order of such Lender in the principal amount of its Commitment (i.e., its share of the Revolving Facility). Borrower further agrees that if a Lender’s Commitment hereafter increases or decreases pursuant to an assignment complying with the Swing Line Lenderterms of Article X hereof, Borrower agrees to execute replacement Notes (substantially in the form of the Notes executed by Borrower payable to The Huntington National Bank of even date herewith) payable to the order of such Lender in the principal amount of such revised Commitment.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving each Lender's Loans (including Loans made pursuant to it Section 2.4(a)) shall be evidenced in the case of such Lender's (i) Tranche A Loans, by a promissory note (a "Tranche A Note") duly executed and delivered by the Borrower substantially in the form of Exhibit A-1 hereto in a principal amount equal to such Revolving Lender's Tranche A Commitment with blanks appropriately completed in conformity herewith, (ii) Tranche B Loans, by a promissory note (a "Tranche B Note") duly executed and delivered by the Company will execute and deliver Borrower substantially in the form of Exhibit A-2 hereto in a principal amount equal to such Term Lender a Term Facility Note Lender's Tranche B Loan with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicableRevolving Loans, by a promissory note (a "Revolving Note") duly executed and delivered by the Canadian Borrowers will execute and deliver Borrower substantially in the form of Exhibit A-3 hereto in a principal amount equal to each Canadian Lender a CDOR Note and a Canadian Base Rate Note such Lender's Revolving Loan Commitment, with blanks appropriately completed in conformity herewith herewith. Each Note issued to evidence their obligation a Lender shall (x) be payable to pay the principal of, and interest on, the Canadian Revolving Loans made to them by order of such Lender, (y) be dated the Closing Date, and (ivz) mature on the Company will execute Tranche A Loan Maturity Date, the Tranche B Loan Maturity Date or the Revolving Loan Maturity Date, as applicable. (b) Each Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached to its Notes (or on a continuation of such schedule attached to such Note and deliver to made a part thereof) an appropriate notation evidencing the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence date and amount of each Loan evidenced thereby and the Company’s obligation to pay the date and amount of each principal of, and interest onpayment in respect thereof, the Swing Loans made or (ii) to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the record such Loans and other amounts owing by such Borrower to payments in its books and records. Such schedule or such Lender or books and records, as the Swing Line Lendercase may be, shall constitute prima facie evidence of the accuracy of the information contained therein.

Notes. Upon request of any Lender or the Swing Line Lender, Borrower agrees that: (i) upon written notice by Lender to Borrower that a promissory note or other evidence of indebtedness is requested by Lender to evidence the Company will Loan and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Revolving Lender an appropriate promissory note or notes in form and substance acceptable to Lender and Borrower and substantially in the form of Exhibit H attached hereto payable to the order of Lender in a Revolving Facility Note with blanks appropriately completed in conformity herewith principal amount equal to evidence the Company’s obligation amount of the Loan owing or payable to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, ; (ii) all references to Notes in the Company will Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; and (iii) upon Lender's written request, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to 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 Term smaller amounts or denominations as Lender a Term Facility Note with blanks appropriately completed shall specify in conformity herewith its sole and absolute 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 evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term new Notes and returned to Borrower within a reasonable period of time after Lender, (iii) if applicable, 's receipt of the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderreplacement Notes.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and each Lender shall (ivi) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderEffective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the 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 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 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.

Notes. Upon At the request of any Lender, Borrower shall execute and deliver (i) on the Closing Date (or, with respect to Supplemental Term B Loans or Supplemental Canadian Dollar Term B Loans, the Restatement Date) and from time to time thereafter (or as required by subsection 10.1B(i)), (1) to such Lender or (a) if such Lender holds a Term Loan, a Term Note substantially in the form of Exhibit IV annexed hereto to evidence such Lender’s Term Loan and with other appropriate insertions, (b) if such Lender holds a Revolving Loan Commitment, a Revolving Note substantially in the form of Exhibit V annexed hereto to evidence such Lender’s Revolving Loans, in the principal amount of such 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 form of Exhibit VII 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, (i) if the Company will execute and deliver to such Revolving requesting Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to is the Swing Line Lender Lender, a Swing Line Note with blanks appropriately completed substantially in conformity herewith the form of Exhibit VI annexed hereto to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided’s Swing Line Loans, however, that in the decision principal amount of any Lender or the Swing Line Lender Loan Commitment and with other appropriate insertions and (ii) on the First Amendment Effective Date, and from time to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing time thereafter as required by such Borrower to subsection 10.1B(i), if such Lender or holds a Synthetic Letter of Credit Commitment, a Synthetic Letter of Credit Note substantially in the Swing Line form of Exhibit VIII 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.

Notes. Upon request of any Lender (a) Each Borrower's or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Designee's obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Bank shall be evidenced (i) if Term Loans, by a promissory note duly executed and delivered by such Revolving Lender, (ii) Borrower substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B attached hereto with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it Notes") and (ii) if Revolving Loans, by a promissory note duly executed and delivered by such Term LenderBorrower or its Designee, (iii) if applicablesubstantially in the form of Exhibit C attached hereto, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Notes issued to evidence their obligation each Bank shall (i) be executed by the relevant Borrower or its Designee, (ii) be payable to pay the order of the relevant Bank and be dated the relevant Conversion Date, (iii) be in a stated principal amount equal to the Commitment of the relevant Bank and be payable in the principal ofamount of Term Loans evidenced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Term Loan Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and deliver Eurodollar Rate 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 Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Revolving Notes issued to each Bank shall (i) be executed by the relevant Borrower or its Designee, (ii) be payable to the order of the relevant Bank and be dated the relevant Initial Borrowing Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Commitment of the relevant Bank and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and interest onEurodollar Rate Loans, as the Swing Loans 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 it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender or of its Notes endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall in no way detract from affect any Borrower’s obligation to repay the Loans and other amounts owing by 's or Designee's obligations in respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request From and after the date of this Agreement, (A) the joint and several obligation of Borrowers to repay the outstanding Revolving Credit Advances shall be evidenced by promissory notes dated the date hereof, each payable to the order of a Lender, in a principal amount equal to such Lender's RC Commitment, and otherwise substantially in the form of Exhibit 2.13A attached hereto (the "Revolving Credit Notes"); (B) the joint and several obligation of Borrowers to repay the Term Loan shall be evidenced by promissory notes dated the date hereof, each payable to the order of a Lender, in a principal amount equal to such Lender's TL Commitment, and otherwise substantially in the form of Exhibit 2.13B attached hereto (the "Term Loan Notes"), (C) the joint and several obligation of Borrowers to repay the outstanding Acquisition Advances (including those converted into the Converted Loan) shall be evidenced by promissory notes dated the date hereof, each payable to the order of a Lender, in a principal amount equal to such Lender's AL Commitment, and otherwise substantially in the form of Exhibit 2.13C attached hereto (the "Acquisition Loan Notes") and (D) the joint and several obligation of Borrowers to repay the outstanding SAMLOC Advances shall be evidenced by a promissory note dated the date hereof, payable to the order of Summit, in a principal amount equal to the SAMLOC Commitment, and otherwise substantially in the form of Exhibit 2.13D attached hereto (the "SAMLOC Note"). In the event that any Lender assigns all or any portion of its interest in the Swing Line LenderLoans as permitted under Section 9.12 hereof, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed replacement Note(s) in conformity herewith to evidence their obligation to pay the principal of, and interest on, appropriate form attached as an exhibit hereto upon request of the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderAgent.