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, (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 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 (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 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 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 (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 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 (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 (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 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) 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 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 (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 (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, (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 the request of a Lender, the Loans made by such Lender shall be evidenced by a promissory note of the Borrower in substantially the form of Exhibit A-1 in the case of a Revolving Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, dated (i) as of the date of this Agreement in the case of any Lender or party hereto as of 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 Lenderdate of this Agreement, (ii) as of the Company will execute effective date of the Assignment and deliver Assumption in the case of any Lender that becomes a party hereto pursuant to an 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 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 Loan Amendment, in each case payable to such Term Lender in a Term Facility Note with blanks appropriately completed principal amount equal to (A) in conformity herewith to evidence the Company’s obligation to pay case of a Revolving Lender, its Elected Commitment as in effect on such date and (B) in the principal of, and interest on, the Term Loans made to it by such case of a Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Elected Commitment 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 the request of such Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Elected Commitment or its Term Loans, as applicable, after giving effect to such increase or decrease, and otherwise duly completed, and such Lender shall promptly return to the Borrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, if applicable, the Canadian Borrowers will execute Interest Period of each Loan made by each Lender, 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 all payments made on account of the principal ofthereof, and interest on, the Canadian Revolving Loans made shall be recorded by such Lender on a Schedule attached to them such Note or any continuation thereof or on any separate record maintained by such Lender, and (iv) . Failure to make any such notation or to attach a Schedule shall not affect any Lender’s or the Company will execute and deliver to Borrower’s rights or obligations in respect of such Loans or affect 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 validity of such transfer 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 Lenderof its Note.

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 (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 (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, 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 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 Unless otherwise requested by a Bank, any Ratable Loans 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 a 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 Six Hundred Twenty Five Million Dollars ($625,000,000), subject to adjustment pursuant to Sections 2.16(a) and (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 Loans shall mature, and all outstanding principal and accrued interest and other Obligations 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 in accordance with this Agreement. 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 in accordance with this Agreement. 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 Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans 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 maturity date thereof). The failure by Administrative Agent or any Bank to make such notations with respect to the Loans made to them by such Lenderor each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, and (iv) the Company will execute and Borrower shall deliver to the Swing Line Lender Administrative Agent, a Swing Line Note with blanks appropriately completed in conformity herewith mortgage note, payable to evidence the Company’s obligation to pay Administrative Agent for the principal ofaccount of the Banks, and interest on, the Swing Loans made to it which shall be secured by the Swing Line Lender; providedapplicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, howeversubject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, that as 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 Lendercontext may require.

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 (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 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 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 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 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 At the request of such Bank, the Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower 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, renewed or restated from time to time, including any Lender new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and executed by Borrower, in the principal amount of the Bid Borrowing Limit, 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 the Bid Rate Loan Note 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, 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, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each 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 LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i) i.e., the Company will maturity date thereof). The failure by Administrative Agent or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In case of any loss, theft, destruction or mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such Bank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Revolving Lender a Revolving Facility Note with blanks appropriately completed Bank in conformity herewith to evidence the Company’s obligation to pay same principal amount and otherwise of like tenor 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 destroyed 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 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 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 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 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 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 (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 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 (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 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 The Ratable Loan 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 C-1 hereto 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-2 hereto, duly completed and executed by Borrower, in the principal amount of One Hundred Fifty Million Dollars ($150,000,000), payable to the 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, as the same may be accelerated or extended. 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 or extended. 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. The 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 the 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 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 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 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 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 CompanyEach Borrower’s obligation to pay the principal of, and interest on, all of the Revolving Loans made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.16 and shall, if requested by such Revolving Lender, also be evidenced by (iii) in the Company will execute and deliver to such Term Lender case of Tranche 1 Revolving Loans, a Term Facility Note promissory note 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 1 Note” and interest oncollectively, the Term Loans made to it by such Term Lender“Tranche 1 Notes”) and (ii) in the case of Tranche 2 Revolving Loans, (iii) if applicable, 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 “Tranche 2 Note” and collectively, the “Tranche 2 Notes”). (b) The Tranche 1 Note issued to evidence their obligation each Tranche 1 Lender that has requested same shall (i) be executed by the respective Borrower, (ii) be payable to the order of such Tranche 1 Lender and be dated the Effective Date (or if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche 1 Commitment of such Tranche 1 Lender and be payable in a principal amount equal to the amount of the Tranche 1 Revolving Loans made by such Tranche 1 Lender and which are outstanding from time to time, (iv) mature on the Commitment Expiration 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 a Tranche 1 Lender (together with a customary indemnity from such Tranche 1 Lender in form and substance satisfactory to the respective Borrower) that a Tranche 1 Note has been lost, stolen, destroyed or mutilated, such Borrower will issue a replacement Tranche 1 Note in the same principal amount thereof and otherwise of like tender. (c) The Tranche 2 Note issued to each Tranche 2 Lender that has requested same shall (i) be executed by the respective Borrower, (ii) be payable to the order of such Tranche 2 Lender and be dated the Effective Date (or if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche 2 Commitment of such Tranche 2 Lender and be payable in a principal amount equal to the amount of the Tranche 2 Revolving Loans made by such Tranche 2 Lender and which are outstanding from time to time, (iv) mature on the Commitment Expiration 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 (other than the Security Documents). Upon receipt of an affidavit of an officer of a Tranche 2 Lender (together with a customary indemnity from such Tranche 2 Lender in form and substance satisfactory to the respective Borrower) that a Tranche 2 Note has been lost, stolen, destroyed or mutilated, such Borrower will issue a replacement Tranche 2 Note in the same principal amount thereof and otherwise of like tender. (d) Each Lender will record 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 Note endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the respective Borrower’s obligations in respect of such Revolving Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Revolving Loans to the respective Borrower shall affect or in any manner impair the obligations of such Borrower to pay the principal of, and interest on, the Canadian Revolving Loans made to them (and all related Obligations) incurred by such LenderBorrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement. Any Lender which does not have a Note evidencing its outstanding Revolving 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 Revolving Loans, and (iv) the Company will each 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 LenderRevolving 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 (i) in the case of Term Loans, by a promissory note duly executed and delivered by the Borrower substan-tially in the form of Exhibit B-1, with blanks appropriately completed in conform-ity here-with (each, a “Term Note” and, collectively, the “Term Notes”), (ii) 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-2, 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 (iii) if applicablein the case of Swingline Loans, by a promis-sory 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-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued to evidence their obligation each Lender that has an Initial Term Loan Commitment, an Incremental Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the 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 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 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 prin-cipal amount of the Revolving Loans evi-denced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appro-priate 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 bene-fits 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 pay-able 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 Swing-line Expiry Date, (v) bear interest as provided in Sec-tion 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 pre-pay-ment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Docu-ments. (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 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 (e). 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 the following clause (l), each Borrower’s obligation to pay the principal of (or the Swing Line LenderFace Amount of, as the case may be), and interest on, the Loans (other than Competitive Bid Loans) made by each Lender to such Borrower shall be evidenced (i) if Dollar Revolving Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such respective Dollar Revolving Lender a Revolving Facility Note Loan Borrower substantially in the form of Exhibit C-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Dollar Revolving Note” and, collectively, the “Dollar Revolving Loans made to it by such Revolving LenderNotes”), (ii) if Canadian Dollar 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 respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-2, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Canadian Dollar Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“Canadian Dollar Revolving Notes”), (iii) if applicableSterling 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 respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-3, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Sterling Revolving Note” and, collectively, the Canadian “Sterling Revolving Loans made to them by such LenderNotes”), and (iv) if Euro I Revolving Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to respective Alternate Currency Revolving Loan Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit C-4, with blanks appropriately completed in conformity herewith (each, a “Euro I Revolving Note” and, collectively, the “Euro I Revolving Notes”), (v) if Euro II Revolving Loans, by a promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-5, with blanks appropriately completed in conformity herewith (each, a “Euro II Revolving Note” and, collectively, the “Euro II Revolving Notes), (vi) if Australian Dollar Revolving Loans, by a promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-6, with blanks appropriately completed in conformity herewith (each, an “Australian Dollar Revolving Note” and, collectively, the “Australian Dollar Revolving Notes”), (vii) if Yen Revolving Loans, by a promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-7, with blanks appropriately completed in conformity herewith (each, a “Yen Revolving Note” and, collectively, the “Yen Revolving Notes”), (viii) if Other Permitted LIBOR-Based Alternate Currency Revolving Loans, by a promissory note duly executed and delivered by the respective Alternate Currency Revolving Loan Borrower substantially in the form of Exhibit C-8, with blanks appropriately completed in conformity herewith (each, an “Other Permitted LIBOR-Based Alternate Currency Revolving Note” and, collectively, the “Other Permitted LIBOR-Based Alternate Currency Revolving Notes”), and (ix) if Swingline Loans, by a promissory note duly executed and delivered by the Corporation substantially in the form of Exhibit C-9, with blanks appropriately completed in conformity herewith (the “Swingline Note”). The terms of each Competitive Bid Loan shall be evidenced by the respective correspondence between the respective Borrower thereof and the respective Bidder RL Lender pursuant to evidence Section 1.04 and, unless otherwise agreed by the Companyrespective Borrower and the respective Bidder RL Lender or unless the respective Bidder RL Lender makes a request pursuant to the immediately succeeding sentence, Competitive Bid Loans shall not be evidenced by promissory notes. If requested by any Lender, the respective Borrower agrees to execute and deliver a promissory note, in form reasonably satisfactory to the respective Lender, evidencing the Competitive Bid Loans of such Lender to such Borrower (with any such promissory notes herein called “Competitive Bid Notes”). (b) The Dollar Revolving Note issued by each Dollar Revolving Loan Borrower to each Lender that has a Revolving Loan Commitment or outstanding Dollar Revolving Loans shall (i) be executed by the respective Dollar Revolving Loan Borrower, (ii) be payable to the order of such Lender 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 Lender (or, (x) if issued by Starwood REIT, be in a stated principal amount equal to such Lender’s obligation Dollar Percentage of the Starwood REIT Dollar Revolving Loan Sub-Limit or (y) if issued after the termination of the Revolving Loan Commitment of such Lender, be in a stated principal amount equal to pay the outstanding Dollar Revolving Loans of such Lender to the respective Dollar Revolving Loan Borrower at such time) and be payable in Dollars in the outstanding principal amount of Dollar Revolving Loans evidenced thereby, (iv) mature on the Maturity Date (or, in the case of Dollar Revolving Loans borrowed by Starwood REIT, on the Starwood REIT Maturity Date), (v) bear interest as provided in the appropriate clause of Section 1.09 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 (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Canadian Dollar Revolving Note issued by each Alternate Currency Revolving Loan Borrower that desires to incur Canadian Dollar Revolving Loans to each Lender that has a Canadian Dollar Revolving Loan Sub-Commitment or outstanding Canadian Dollar Revolving Loans shall (i) be executed by the respective Alternate Currency Revolving Loan Borrower, (ii) be payable to the order of such Lender (or an affiliate designated by such Lender) and be dated the Initial Borrowing Date (or, if issued thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in Canadian Dollars) which exceeds by 10% the Canadian Dollar Equivalent (as of the date of issuance) of the respective Lender’s Canadian Dollar Revolving Loan Sub-Commitment; provided that if, because of fluctuations in exchange rates after the Initial Borrowing Date or issuance date, as applicable, the amount of the Canadian Dollar Revolving Note of any Alternate Currency Revolving Loan Borrower held by any Lender would not be at least as great as the outstanding principal amount of, and interest onthe Face Amount of, as applicable, Canadian Dollar Revolving Loans made by such Lender to such Alternate Currency Revolving Loan Borrower and evidenced thereby, the Swing respective Lender may request (and in such case the respective Alternate Currency Revolving Loan Borrower shall promptly execute and deliver) a new Canadian Dollar Revolving Note in an amount equal to the greater of (x) that amount (expressed in Canadian Dollars) which at that time exceeds by 10% the Canadian Dollar Equivalent of the respective Lender’s Canadian Dollar Revolving Loan Sub-Commitment or (y) the then outstanding principal amount of, and the Face Amount of, as applicable, all Canadian Dollar Revolving Loans made by such Lender to such Alternate Currency Revolving Loan Borrower, (iv) subject to Section 1.17, be payable in Canadian Dollars in the outstanding principal amount of, and Face Amount of, as applicable, the Canadian Dollar Revolving Loans made to it by the Swing Line Lender; providedrespective Alternate Currency Revolving Loan Borrower and evidenced thereby, however(v) mature on the Maturity Date, that (vi) bear interest as provided in the decision appropriate clause of any Lender or Section 1.09 in respect of the Swing Line Lender Canadian Prime Rate Loans evidenced thereby, (vii) be subject to not request a Note shall voluntary prepayment as provided in no way detract from any Borrower’s obligation to repay the Loans Section 4.01, and other amounts owing by such Borrower to such Lender or the Swing Line Lender.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 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 13.17 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 1.082.08 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 4.015.01 and mandatory repayment as provided in Section 4.025.02 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 1.082.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.015.01, and mandatory repayment as provided in Section 4.025.02, 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 1.052.05 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 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 13.17 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 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 LenderRestatement 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 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

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”); provided that in no event shall the aggregate face amount of the Notes issued at any time in favor of the Administrative Agent and any Lender exceed the Total Commitment. (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, respectively, 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 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 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 (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 Committed Loans, by a Revolving Facility Committed Loan 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 Bid Loans, by a Bid Loan Note appropriately completed in substantially the Revolving Loans made form of EXHIBIT A-2. (b) Each Committed Loan 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, (iv) be in a stated principal amount equal to such Lender's Commitment, (v) bear interest in accordance with the Canadian Borrowers will execute and deliver provisions of SECTION 2.9, as the same may be applicable to each Canadian the Committed Loans made by such Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith from time to evidence their obligation to pay the principal oftime, and interest on(vi) be entitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof. (c) Each Bid Loan Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the Canadian Revolving Loans made to them by order of such Lender, and (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 Total Commitment, (v) bear interest in accordance with the provisions of SECTION 2.9, as the same may be applicable to the Bid Loans made by such Lender a Swing Line Note with blanks appropriately completed in conformity herewith from time to evidence the Company’s obligation to pay the principal oftime, and interest on(vi) be entitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof. (d) Each Lender will record on its internal records the amount 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 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 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 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 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 attached hereto, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued to evidence their obligation each Bank that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Bank and its registered assigns and be dated the Initial Borrowing Date, (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 to them by such Lenderevidenced thereby, and (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 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 Term Note issued to each Bank that has a Swing Line Note with blanks appropriately completed Term Loan Commitment or outstanding Term Loan shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and its registered assigns and be dated the Restatement Date, (iii) be in conformity herewith a stated principal amount equal to evidence the Company’s obligation to pay Term Loan made by such Bank on the Restatement Date and be payable in the principal ofamount of Term Loans evidenced thereby, and (iv) mature on the Term Loan Maturity Date, (v) bear interest on, as provided in the Swing Loans made to it by appropriate clause of Section 1.08 in respect of 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 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 amounts owing Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such Borrower to notation or any error in any such Lender notation or endorsement shall not affect the Swing Line LenderBorrower'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 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 such Lender 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 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 Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall 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 (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 Lender a Swing Line respective Lender, at the Borrower’s expense, 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) In connection with the effectiveness of any Lender the Original Credit Agreement, the Borrower delivered to the Agent, for the account of each Bank, duly executed "Notes" substantially in the form of Exhibit A to the Original Credit Agreement (collectively, the "Original Notes") to evidence the "Loans" of each Bank under the Original Credit Agreement and in connection with the effectiveness of the Bridge Credit Agreement, the Borrower delivered to the Agent, for the account of each Bank, duly executed "Bridge Notes" substantially in the form of Exhibit A to the Bridge Credit Agreement (collectively, the "Bridge Notes") to evidence the "Bridge Loans" of each Bank under the Bridge Credit Agreement. On or prior to the Swing Line LenderEffective Date, (i) the Company will execute and Borrower shall deliver to the Agent, for the account of each Bank, duly executed Notes, substantially in the form of Exhibit A hereto and (ii) each Bank shall deliver to the Agent, for cancellation and delivery to the Borrower promptly after the Effective Date, its Original Note and its Bridge Note (or in the case of loss thereof, a written agreement of indemnity by such Revolving Lender Bank for such loss in customary form and executed by such Bank). On the Effective Date, each Bank's Original Note and Bridge Note shall be amended and restated by such duly executed new Note, and each Bank's Original Note and Bridge Note shall be canceled. From and after the Effective Date, the Loans of each Bank (whether made under the Original Credit Agreement, the Bridge Credit Agreement or this Agreement) shall be evidenced by a Revolving Facility single Note payable to the order of such Bank for the account of its Applicable Lending Office. (b) Each Bank may, by notice to the Borrower and the Agent, request that its Loans of a particular Class or type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A, with blanks appropriately completed appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Class or type. Each reference in conformity herewith this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 2.03(a) or Section 2.03(b), the Agent shall forward such Note to such Bank. Each Bank shall record the date, amount and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the schedule forming a part thereof appropriate notations 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 foregoing information 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 respect to each Canadian Lender a CDOR such Loan then outstanding; provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a Canadian Base Rate part of its 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 continuation 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 such schedule as and other amounts owing by such Borrower to such Lender or the Swing Line Lenderwhen 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 Each 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 and deliver each Bank to such Term Lender Borrower shall be evidenced (i) if SCIS Loans, by a Term Facility Note promissory note duly executed and delivered by SCIS 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 "SCIS Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "SCIS Notes") and (iiiii) if applicableCaterair Loans, by a promissory note duly executed and delivered by Caterair 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 "Caterair Note" and, collectively, the "Caterair Term Notes"). (b) The SCIS Note issued to evidence their obligation each Bank with a SCIS Commitment or outstanding SCIS Loans shall (i) be executed by SCIS, (ii) be payable to pay such Bank or its registered assigns and be dated the Closing Date (or if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the aggregate principal amount of the SCIS Loans made by such Bank and be payable in the principal ofamount of the outstanding SCIS 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 1.06 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 3.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment as provided in Section 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Caterair Note issued to each Bank with a Caterair Commitment or outstanding Caterair Loans shall (i) be executed by Caterair, (ii) be payable to such Bank or its registered assigns and be dated the Closing Date (or if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the aggregate principal amount of the Caterair Loans made by such Bank and be payable in the principal amount of the outstanding Caterair Loans evidenced thereby from time to time, (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.06 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 repayment 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 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 the Swing Line Lender to any error in any such notation or endorsement 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 (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 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 Borrower, 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 Borrower, 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, herewith; and interest on, the Term Loans made to it by such Term Lender, (iii) if applicableRevolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the Canadian Borrowers will execute "Revolving Notes") duly executed and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note delivered by the Borrower substantially in the form of Exhibit B hereto, with blanks appropriately completed in conformity herewith herewith. (b) The A Term Note of the Borrower 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 Effective Date, (iii) be in a stated principal ofamount equal to the A Term Loan Commitment of such Bank and be payable in the aggregate principal amount of the A Term Loans evidenced thereby, 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 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 1.07 in respect of the Base Rate Loans evidenced thereby and deliver (vii) be entitled to the Swing Line Lender a Swing Line benefits of this Agreement and the other applicable Credit Documents. (c) The B Term 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 B Term Loan Commitment of such Bank and be payable 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 1.07 in respect of the Base Rate Loans evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (d) The Revolving Note of the Borrower 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 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 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 1.07 in respect of the Base Rate Loans evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (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 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 (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 substantially the form of EXHIBIT A-1 and (ii) in the case of Swingline Loans, by a Swingline Note appropriately completed in substantially the form of EXHIBIT A-2. (b) Each Revolving Note issued to evidence a Lender shall (i) be executed by the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving LenderBorrower, (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 Company’s The Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such each Bank shall be evidenced (i) if Revolving LenderLoans, (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-I 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 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 (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, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in 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 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) 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 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, (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 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 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 obligation to pay the principal of, and interest onholding Term A Loans, the Revolving Loans made to it by aggregate principal amount of 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, share of the Term A Loans made shall be evidenced by a note 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 be issued 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 in substantially the form attached to this Agreement as Exhibit A-1 (each, a “Term A Note” and collectively, the “Term A Notes”). Upon the request of any Lender holding Term B Loans, the aggregate principal amount of such Lender’s share of the Term B Loans shall be evidenced by a note to be issued by the Borrower to such Lender in substantially the form attached to this Agreement as Exhibit A-2 (each, a “Term B Note” and collectively, the “Term B Notes”). Upon the request of any RC Lender, the aggregate principal amount of such Lender’s share of the RC Commitment and RC Loans shall be evidenced by a note to be issued by the Borrower to such Lender in substantially the form attached to this Agreement as Exhibit A-3 (each, a “RC Note” and collectively, the “RC Notes”). Upon the request of the Swingline Lender, the Swingline Loans and commitment therefor shall be evidenced by a note to be issued by the Borrower to the Swingline Lender in substantially the form attached to this Agreement as Exhibit A-4 (the “Swingline Note”). Upon receipt of (a) an affidavit of an officer of a Lender as to the loss, theft, destruction or mutilation of any Note, and in the Swing Line Lendercase of any such mutilation, upon cancellation of such Note, and (b) if requested by the Borrower, an appropriate indemnification, the Borrower will issue, in lieu thereof, a replacement 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 to it the Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.16 and shall, if requested by such Revolving Lender, also be evidenced by (iii) if Revolving Loans, 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"), (iiiii) if applicableSwingline Loans, by a promissory note duly executed 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 Revolving Loans made to them by such Lender, "Swingline Note") and (iviii) if Incremental Term 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 to evidence and the Company’s obligation to pay the principal of, relevant Incremental Term Loan Commitment Agreement (each an "Incremental Term Note" and interest oncollectively, the Swing "Incremental Term Notes"). (b) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving 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 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 Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender that has an Incremental Term Loan Commitment or outstanding Incremental Term Loans of a given Tranche shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or its registered assigns and be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the principal amount of outstanding Incremental Term Loans of such Lender of the respective Tranche on such date and be payable in the principal amount of Incremental Term Loans evidenced thereby, (iv) mature on the Incremental Term Loan Maturity Date of the respective Tranche, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. In connection with the foregoing, it is understood and agreed that (x) any Lender that has Incremental Term Loans outstanding pursuant to more than one Tranche shall be entitled, upon its request, to receive an Incremental Term Note with respect to each Tranche of its outstanding Incremental Term Loans and (y) if any Lender extends additional Incremental Term Loans pursuant to an existing Tranche of Incremental Term Loans where such Lender already had outstanding Incremental Term Loans, such Lender shall be entitled to request a new Incremental Term Loan for such Tranche reflecting the aggregate principal amount of Incremental Term Loans of such Lender of such Tranche then outstanding. (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 Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation) shall not affect the 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 its Loans of a given Tranche or Tranches, 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) 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 (each, a "Revolving Note" and, collectively, the Company’s obligation to pay the principal of"Revolving Notes"), and interest on, the Term Loans made to it by such Term Lender, (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 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 to an Eligible Transferee after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and 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 (a) The obligation 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 Borrower 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 substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit C-1, with blanks appropriately completed in conformity herewith to evidence (each, a “Revolving Loan Note” and, collectively, the Company’s obligation to pay the principal of“Revolving Loan Notes”), and interest on, the Term Loans made to it by such Term Lender, (iiiii) if applicableSwingline 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 C-2, with blanks appropriately completed in conformity herewith (the “Swingline Loan Note”). The terms of each Competitive Bid Loan shall be evidenced by the respective correspondence between the Borrower and the respective Bidder Lender pursuant to evidence their Section 1.04 and, unless otherwise agreed by the Borrower and such Bidder Lender or unless the respective Bidder Lender makes a request pursuant to the immediately succeeding sentence, Competitive Bid Loans shall not be evidenced by promissory notes. If requested by any Bidder Lender, the Borrower agree to execute and deliver a promissory note, in form reasonably satisfactory to the respective Bidder Lender, evidencing the Competitive Bid Loans of such Bidder Lender to the Borrower (with any such promissory notes herein called “Competitive Bid Notes”). (b) The Revolving Loan Note issued to each Lender shall (i) be duly executed and delivered by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or if issued after the termination of the Revolving Loan Commitments, be in a stated principal amount equal to the outstanding principal amount of the Revolving Loans of such Lender on the date of the issuance thereof) and be payable in Dollars in the principal amount of Revolving Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Loan Note issued to the Swingline Lender shall (i) be duly executed and delivered by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the principal amount of Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligation 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 guaranty thereof provided pursuant to the Subsidiaries Guaranty. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d) of this Section 1.06. At any time when any Lender requests the delivery of a Note to evidence any of its outstanding Revolving Loans and Revolving Loan Commitments (if any), or its outstanding Swingline Loans, or its outstanding Competitive Bid 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 such Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderCommitments (if any).

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, if requested by any Bank, 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, 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 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 (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term 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, (iii) be in a stated principal amount equal to the Term Loan Commitment of such Bank as in effect on the Restatement Effective Date (before giving effect to any reductions thereto as a result of the making of Term Loans by such Bank on such date) and 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 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 Revolving 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 Restatement Effective Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Revolving Loan Commitment of such 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 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 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, (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, (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 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 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 each Term Lender that has outstanding Term Loans shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay such Term Lender or its registered assigns and be dated the Conversion Date (or, if issued after the Conversion Date, be dated the date of issuance thereof), (iii) be in a stated principal ofamount equal to the Term Loans of such Term Lender as of the Conversion Date (or, if issued after the Conversion Date, be in a stated principal amount equal to the outstanding Term Loans of such Term 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 Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and interest onmandatory repayment as provided in Section 5.02, and (vii) be entitled to the Swing 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 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 LenderConversion Date (or, if issued after the Conversion 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 Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (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 Conversion 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. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Notes or 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 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. On or after the Conversion Date, any Lender can request the replacement of Notes outstanding under the Existing Credit Agreement by new Notes reflecting the Commitments or Loans of such Lender under the applicable Tranche, and 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 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 by such Term Lender“Revolving Notes”), (iiiii) if applicablein the case of Swingline 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 Revolving Loans made to them by such Lender, “Swingline Note”) and (iviii) in the Company will execute case of Term 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 (each a “Term Note” and, collectively, the “Term Notes”). (x) The Revolving Note issued to evidence each Revolving Lender shall (i) be executed by the CompanyBorrower, (ii) be payable to such Revolving Lender 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 stated principal amount equal to the Revolving Loan Commitment of such Revolving Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Revolving 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 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(A), and (vii) be entitled to the benefits of this Agreement and the other Credit 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 Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Term Loans funded by such Term Lender and be payable in the outstanding principal amount of the Term Loans evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and amortization payment as provided in Section 4.02(B),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 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(A), 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 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 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 (d). 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 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 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 each Lender, if requested by such Revolving Lender, shall 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 Lender, Notes") and (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 interest oncollectively, the Canadian "Revolving Notes"). (b) The Term Note issued to each Lender that has a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date of the issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the outstanding principal amount of Term 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 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 benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender that has 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 Revolving Loan Commitment shall (i) be executed by the Swing Line Lender; providedBorrower, however, that (ii) be payable to the decision order 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 its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, if issued thereafter, the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender and be payable in the 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) 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 or a schedule attached thereto 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.

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 12.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of U.S. 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 a “U.S. Term Note” and, and interest oncollectively, the “U.S. Term Loans made to it Notes”) and (ii) in the case of German Loans, by such Term Lendera promissory note duly executed and delivered by each German 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 “German Term Note” and, collectively, the “German Term Notes”). (b) The U.S. Term Note issued to evidence their obligation each Lender that has a U.S. Commitment or outstanding U.S. Loans shall (i) be executed by the U.S. Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Borrowing Date (or, if issued after the Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the U.S. Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the U.S. Loans of such Lender at such time) and be payable in the outstanding principal amount of the U.S. 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 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 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 German Term Note issued to each Lender that has a German Commitment or outstanding German Loans shall (i) be executed by the German Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Borrowing Date (or, if issued after the Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in Euros) equal to the principal amount of the German Loans of such Lender at such time and be payable in the outstanding principal amount of the German Loans evidenced thereby from time to time, (iv) with respect to each German Loan evidenced thereby, be payable (subject to Section 2.14) in Euros, provided that the obligations with respect to each German Loan evidenced thereby shall be subject to conversion into Dollar Denominated Loans as provided in (and in the circumstances contemplated by) Section 2.14, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 2.08, (vii) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (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 any 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 any Borrower shall affect or in any manner impair the obligations of the respective Borrower to pay the principal ofLoans (and all related Term Obligations) incurred by such 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 (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 respective Borrower shall promptly execute and deliver to the Swing Line Lender a Swing Line respective Lender, at such Borrower’s expense, 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, of and interest onon the Loan to the Lenders shall be evidenced by a blank promissory note substantially in the form of Annex B (each, a “Note”). Each Note shall be valid and enforceable as to its principal amount at any time only to the 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 a Lender, (ii) dated the Company will Initial Disbursement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Initial Disbursement Date, the Borrower shall provide to each Lender (i) a duly executed Note for such ▇▇▇▇▇▇ and (ii) a duly executed Instructions Letter substantially in the form of Annex C, pursuant to which the Borrower authorizes such Lender to complete its Note issued in accordance with this Section 2.06. ​ ​ (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the affected 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 replacement of the Note; provided that, in the case of any mutilated Note, such mutilated Note shall be returned to the Borrower. Each Lender shall, prior to delivery of any replacement Note by the Borrower also comply with blanks appropriately completed the procedures established by articles 802 to 821 of the Commercial Code and 398 of Law 1564 of 2012 (Código General del Proceso) or any other Applicable Law in 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 cancel such Note and deliver such cancelled Note to evidence the CompanyBorrower; provided further that the Borrower shall have already delivered a substitute Note to the relevant Lender. In the event of execution and delivery of a new Note as contemplated by this clause (b), such Lender shall reimburse and indemnify the Borrower for and against any and all direct liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Borrower as a result of any negotiation with, or presentation by, any Person for collection of any sums due under or with respect to such ▇▇▇▇▇▇’s original Note being lost or stolen, excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements caused by the Borrower. All replacement Notes issued in connection with this Agreement shall be signed by an Authorized Officer of the Borrower. (c) The payment of any part of the principal of any such Note shall discharge the obligation of the Borrower under this Agreement to pay the portion of the principal ofof the Loan evidenced by such Note pro tanto, and interest onthe payment of any principal of the Loan in accordance with the terms hereof shall discharge the obligations of the Borrower under the Notes evidencing the Loan pro tanto. (d) Upon discharge of all obligations of the Borrower under the Loan, the Term Loans made Lenders shall cancel all the Notes and promptly return them to the Borrower. (e) The Notes shall only be sold, assigned or transferred in accordance with the provisions of this Agreement and Applicable Law. (f) Each Lender agrees and covenants that it will not complete or seek enforcement of its Notes other than in accordance with the instructions set forth in the corresponding Instructions Letter. (g) In the case of a permitted assignment pursuant to Section 11.03, (i) if requested by the assignee and if any such assignment is of the aggregate Disbursement amount(s) held by the assigning Lender, the Lender shall deliver to the Borrower concurrently with the execution and delivery by the Borrower to the relevant assignee of the new Notes in the manner contemplated in clause (ii) below, the Note held by such Term assigning Lender evidencing such Disbursements (for any assigning Lender, together with the related Instructions Letter, the “Existing Notes” of such assigning Lender) and (iiiii) if applicablerequested by the assigning Lender or the relevant assignee, the Canadian Borrowers will Administrative Agent shall as promptly as reasonably practicable request that the Borrower, and the Borrower hereby agrees to, execute and deliver as promptly as ​ ​ reasonably practicable a new Note or Notes (together with the related Instructions Letter) to each Canadian such assigning Lender a CDOR Note (if applicable) and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay such assignee, evidencing the principal of, and interest on, the Canadian Revolving Loans made to them Disbursement(s) held by such Lender, assigning Lender (if applicable) and such assignee (iv) the Company will execute and deliver in exchange for Existing Notes to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence extent such assignment is of the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it aggregate amount of Disbursement(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 The Ratable Loan 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), 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, 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, (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 The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans Tranche A Bridge Loan made to it by such Revolving the Lender shall be evidenced, at the Lender's option, by a promissory note, duly executed and delivered by the Borrower and substantially in the form of Exhibit B-1 hereto (ii) the Company will execute and deliver to such Term Lender a Term Facility Note "Tranche A Note"), with blanks appropriately completed in conformity herewith herewith. Such Note shall (A) be payable to evidence the Company’s order of the Lender and be dated the date of execution thereof, (B) be in a stated principal amount equal to the principal amount of the Tranche A Bridge Loan and be payable in the unpaid principal amount evidenced thereby, (C) mature on the Maturity Date, (D) bear interest as provided in Section 1.2, and (E) be entitled to the benefits of this Agreement and the other Credit Documents. Upon repayment in full of amounts due under the Tranche A Note, the Lender shall return it to the Borrower. (ii) The Borrower's obligation to pay the principal of, and interest on, the Term Loans Tranche B Bridge Loan made to it by such Term the Lender shall be evidenced, at the Lender's option, by a promissory note, duly executed and delivered by the Borrower and substantially in the form of Exhibit B-2 hereto (iii) if applicablethe "Tranche B Note"), 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. Such Note shall (A) be payable to evidence their obligation the order of the Lender and be dated the date of execution thereof, (B) be in a stated principal amount equal to pay the principal ofamount of the Tranche B Bridge Loan and be payable in the unpaid principal amount evidenced thereby, and (C) mature on the Maturity Date, (D) bear interest on, the Canadian Revolving Loans made to them by such Lenderas provided in Section 1.2, and (ivE) the Company will execute and deliver be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed benefits of this Agreement and the other Credit Documents. Upon repayment in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest onfull of amounts due under such Note, the Swing Loans Lender shall return it to the Borrower. (iii) The Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender as a result of the Bridge Loans, including the amounts of principal, interest and other amounts payable and paid to the Lender from time to time under this Agreement and the Notes evidencing such Bridge Loans. The entries made to it by the Swing Line LenderLender in such accounts shall constitute prima facie evidence of the existence and amounts of the Bridge Loans and other Obligations therein recorded; provided, however, that the decision failure of any Lender or the Swing Line Lender to maintain such account or accounts, or any error therein, shall not request a Note shall in no way detract from any Borrower’s obligation manner affect the obligations of the Borrower to repay or pay the Bridge Loans made by the Lender, accrued interest thereon and the other amounts owing by such Obligations of the Borrower to such the Lender or hereunder in accordance with the Swing Line Lenderterms of this Agreement.

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 CompanyBorrower’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 12.15 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced (i) in the case of Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by Borrower 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 (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 Delayed Draw-Down Term Loans, by a promissory note duly executed and delivered by Borrower substantially in the Term Loans made to it by such Term Lenderform of Exhibit C, (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 “Delayed Draw-Down Term Loan Note” and, collectively, the “Delayed Draw-Down Term Loan 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 such records will be conclusive and binding on the parties absent manifest error) and prior to evidence their obligation any transfer of any of its Notes may 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 Borrower’s obligations in respect of such Loans. (x) The Revolving Note issued to each Revolving Lender shall (i) be executed by ▇▇▇▇▇▇▇▇, (ii) be payable to such Revolving Lender 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 stated principal amount equal to the Revolving Loan Commitment of such Revolving Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Revolving 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 Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.06, (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 Delayed Draw-Down Term Loan Note issued to each DDTL Lender shall (i) be executed by Borrower, (ii) be payable to such DDTL Lender 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 stated principal amount equal to Delayed Draw-Down Term Loan Commitment of such DDTL Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Delayed Draw-Down Term Loans of such DDTL Lender at such time) and be payable in the outstanding principal amount of the Delayed Draw-Down Loans evidenced thereby from time to time, (iv) mature on the Delayed Draw-Down Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.06, (vi) be subject to voluntary prepayment as provided in Section 4.01, and amortization payment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the principal ofLoans (and all related Obligations) incurred by 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 (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 Lender a Swing Line respective Lender, at Borrower’s expense, 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 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 (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal ofamount 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 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 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) 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, (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 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 Sec tion 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 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 Three Hundred Million Dollars ($300,000,000), 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 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 (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) 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 and, 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 deliver (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b) or, (c) or (d), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any 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. #88946885v8 (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 #88946885v8 (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a 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 #88946885v8 (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 shall in no way detract from any Borrower’s obligation to repay Business Day, on the Loans and other amounts owing by such Borrower to such Lender or 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, each Bank's Loans shall be evidenced by (i) in the case of a Bank's Revolving Loans made to it Loans, a promissory note (a "Revolving Note") duly executed and delivered by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit A-1 hereto with blanks appropriately completed in conformity herewith to evidence herewith; (ii) in the Company’s obligation to pay case of a Bank's Competitive Bid Loan, a promissory note (a "Competitive Bid Note") duly executed and delivered by the principal of, and interest on, Borrower substantially in 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 form of Exhibit A-2 hereto 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 (iviii) in the Company will execute case of the Swingline Lender's Swingline Loans, a promissory note (a "Swingline Note") duly executed and deliver delivered by the Borrower substantially in the form of Exhibit A-3 hereto in a principal amount equal to the Swing Line Lender a Swing Line Note Swingline Lender's Swingline Commitment, with blanks appropriately completed in conformity herewith herewith. Each Note issued to evidence a Bank shall (x) be payable to the Company’s obligation to pay order of such Bank, (y) be dated the principal ofRestatement Effective Date, and (z) mature on the Maturity Date or the end of the Interest Period for such Competitive Bid Loan, as applicable. (b) Each Bank is hereby authorized, at its option, either (i) to endorse on the schedule attached to its Note (or on a continuation of such schedule attached to such Note and made a part thereof) an appropriate notation evidencing the date and amount of each Loan evidenced thereby and the date and amount of each principal and interest onpayment in respect thereof, or (ii) to record such Loans and such payments in its books and records. Such schedule or such books and records, as the Swing Loans made to it by case may be, shall constitute prima facie evidence of the Swing Line Lender; providedaccuracy of the information contained therein, however, provided that the decision failure of such Bank to make any Lender such endorsement or recordation shall not affect the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay obligations of the Loans and other amounts owing by such Borrower to such Lender hereunder or under 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 Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender shall, if requested by such Revolving Lender, be evidenced (i) if Term Loans, by promissory notes duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 (each a "Term Note" and, collectively, the "Term Notes"), in each case with blanks appropriately completed in conformity herewith, (ii) if Revolving Loans, by promissory notes 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 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 (iii) 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-3, 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 "Swingline Note"). (ivb) the Company will execute and deliver to the Swing Line Lender a Swing Line Each Term 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 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 the issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the making of any Term Loans on such date by such Lender) (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of any Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 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) Each Revolving Note 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. (d) The Swingline Note 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.

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 ▇▇▇▇▇▇, also be evidenced (i) in the case of an Initial Term LenderLoan, (iii) if applicableby a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, 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(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 Borrower 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; 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 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 Borrower,

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) the Company will execute and deliver to such if Revolving Lender Credit Loans, by a Revolving Facility Credit 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) if Swingline Loans, by a Swingline Note appropriately completed in substantially the form of EXHIBIT A-2. (b) The Revolving Loans made Credit Note issued to it each Lender with a Revolving Credit Commitment 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 Amendment Effective Date (or, in the Canadian Borrowers will execute case of Revolving Credit Notes issued pursuant to an Assignment and deliver Acceptance, as of the date thereof), (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 2.6, as the same may be applicable to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Credit Loans made to them by such LenderLender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof. (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, (iii) be dated as of the Amendment Effective Date, (iv) the Company will execute and deliver be in a stated principal amount equal to the Swing Line Swingline Commitment, (v) bear interest in accordance with the provisions of SECTION 2.6, as the same may be applicable to the Swingline Loans made by the Swingline Lender a Swing Line Note with blanks appropriately completed in conformity herewith from time to evidence the Company’s obligation to pay the principal oftime, and interest on(vi) be entitled to all of the benefits of this Agreement and the other Loan 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 Annex I 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 in such recordation or information, shall not affect the Swing Line Lender to Borrower's obligations in respect of such Loans. The register maintained by the Agent shall be deemed correct absent manifest error. (e) The Notes shall be issued in renewal, amendment, rearrangement and restatement of, and not request a Note shall in no way detract from any Borrower’s obligation to repay novation, discharge or satisfaction of, the Loans and other amounts owing by such Borrower to such Lender or Notes (as defined in the Swing Line LenderOriginal Credit Agreement).

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, by promissory notes duly executed and delivered by the Borrower substantially in the form of Exhibits B-1 (each an "A Term Note" and, collectively, the "A Term Notes") and B-2 (each a "B Term Note" and, collectively, the "B Term Notes" and, together with the A Term Notes, each a "Term Note" and, collectively, the "Term Notes"), in each case with blanks appropriately completed in conformity herewith, (ii) 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-3, 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 (iii) 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-4, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Notes 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 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 combined stated principal of, and interest on, amount equal to the Canadian Revolving Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to the making of any Term Loans made to them on such date by such LenderBank) (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of any Term Loans of such Bank at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, provided that the combined stated principal amount of the B Term Notes shall be $3,000,000 at all times during which the Term Loan Commitments exist or Term Loans in excess of $3,000,000 remain outstanding, with such B Term Notes to be issued to each Bank with a Term Loan Commitment or outstanding Term Loans in amounts equal to such Bank's pro rata portion of the Term Loan obligations represented by such B Term Notes, (iv) mature on the Company will execute 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 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, provided that the A Term Notes shall not be entitled to the benefits of the Minnesota Mortgage. (c) The Revolving Note issued to each Bank that has a Swing Line Note with blanks appropriately completed Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to 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 conformity herewith a stated principal amount equal to evidence the Company’s obligation Revolving Loan Commitment of such Bank (or, if issued after the termination thereof, be in a stated principal amount equal to pay the outstanding Revolving Loans of such Bank at such time) and be payable in the outstanding principal ofamount 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 interest on, mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Loans made benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to it the Swingline Bank shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to the Swingline Bank or its registered assigns and be dated the Initial Borrowing Date, that (iii) be in a stated principal amount equal to the decision 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 Unless otherwise requested by a Bank, any Ratable 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 a 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 Seven Hundred Fifty Million Dollars ($750,000,000), subject to adjustment pursuant to Sections 2.16(a) and (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 Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. 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 in accordance with this Agreement. 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 Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans 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 maturity date thereof). The failure by Administrative Agent or any Bank to make such notations with respect to the Loans made to them by such Lenderor each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In connection with a Refinancing Mortgage, and (iv) the Company will execute and Borrower shall deliver to the Swing Line Lender Administrative Agent, a Swing Line Note with blanks appropriately completed in conformity herewith mortgage note, payable to evidence the Company’s obligation to pay Administrative Agent for the principal ofaccount of the Banks, and interest on, the Swing Loans made to it which shall be secured by the Swing Line Lender; providedapplicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, howeversubject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, that as 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 Lendercontext may require.

Notes. Upon request (a) The Loans by Atlantic and by Lyon to the Borrower shall be evidenced by separate Notes each in the form of any Lender EXHIBIT C attached hereto, with appropriate insertions. Each Lender's Loans shall be evidenced by a separate Note in the form of EXHIBIT C attached hereto, with appropriate insertions. Each Note shall be payable to the order of Atlantic, Lyon 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, as the case may be, shall be dated the Effective Date, and shall set forth, in the case of each of Atlantic and Lyon, the maximum Program Limit (iv) $200,000,000), or in the Company will execute case of each Lender, the amount of such Lender's Commitment as the maximum principal amount thereof. Unless payment is required earlier as provided herein or in any other Loan Document, each Loan shall mature, and deliver be due and payable in full (including accrued and unpaid interest thereon), on the Business Day of the release to the Swing Line Lender a Swing Line Note Borrower from the Collection Account, pursuant to and in accordance with blanks appropriately completed the terms and conditions of the Intercreditor Agreement, of any amount paid by the applicable Manufacturer in conformity herewith respect of any of the Designated Accounts against which such Loan was requested to evidence be made (the Company’s obligation amount so maturing and becoming due and payable at any time with respect to pay such Loan being limited to the principal ofamount released at such time from the Collection Account in respect of such Designated Accounts and the Borrower hereby agrees to remit to the Agent any such amounts received by it which are released from the Collection Account) unless such amount is immediately upon release from the Collection Account deposited into the appropriate Agent Trust Account with respect to such Designated Accounts and the Agent is notified in writing of such deposit; PROVIDED, that in any event each Loan shall mature, and be due and payable in full (including accrued and unpaid interest onthereon), no later than the Swing 60th day after the borrowing date thereof. (b) All Loans made to it by the Swing Line Lender; providedAtlantic, however, that the decision of any Lender Lyon or the Swing Line Lenders to the Borrower pursuant to this Agreement and all payments of principal shall be evidenced by Atlantic, Lyon or each Lender in its records or, at Atlantic's, Lyon's or such Lender's option, on the schedule attached to not request a Note its respective Note, which records or schedule shall in no way detract from any Borrower’s obligation to repay be rebuttable presumptive evidence of the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lendersubject matter thereof.

Notes. Upon request [SWK-Acer Therapeutics] Credit Agreement (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 (a) Subject to the provisions of any Lender the following clause (f), each Borrower's obligation to pay the principal of (or the Swing Line LenderFace Amount of, as the case may be), and interest on, the Loans made by each Lender to such Borrower shall be evidenced (i) if Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Revolving Lender a Revolving 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 a "Term Note" and, and interest oncollectively, the Revolving Loans made to it by such Revolving Lender"Term Notes"), (ii) if Dollar 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 U.S. Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence (each a "Dollar Revolving Note" and, collectively, the Company’s obligation to pay the principal of"Dollar Revolving Notes"), and interest on, the Term Loans made to it by such Term Lender, (iii) if applicableCanadian Revolving Loans, by a promissory note duly executed and delivered by the respective Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Revolving Loan Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each a "Canadian Dollar Revolving Note" and, collectively, the "Canadian Dollar Revolving Notes"). (b) The Term Note issued by the U.S. Borrower to evidence their obligation each Lender that has outstanding Term Loans shall (i) be executed by the U.S. Borrower, (ii) be payable to pay the order of such Lender and be dated the Conversion Date, (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Conversion Date and be payable in Dollars 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 2.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Dollar Revolving Note issued by the U.S. Borrower to each Lender that has a Revolving Loan Commitment or outstanding Dollar Revolving Loans shall (i) be executed by the U.S. Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or, if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Dollar Revolving Loans of such Lender to the U.S. Borrower at such time) and be payable in Dollars in the outstanding principal amount of Dollar Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.09 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 5.01, mandatory repayment as provided in Section 5.02 and conversion into a Term Loan as provided in Section 2.01(b) and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Canadian Dollar Revolving Note issued by each Canadian Revolving Loan Borrower shall (i) be executed by the respective Canadian Revolving Loan Borrower, (ii) be payable to the order of the applicable Canadian Lender (or an affiliate designated by such Lender) and be dated the Effective Date (or, if issued thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in Canadian Dollars) which exceeds by 25% the Canadian Dollar Equivalent (as of the date of issuance) of the respective Lender's Maximum Canadian Dollar Revolving Loan Sub-Commitment; provided that if, because of fluctuations in exchange rates after the Effective Date, the amount of the Canadian Dollar Revolving Note of any Canadian Revolving Loan Borrower held by any Lender would not be at least as great as the outstanding principal amount of, and interest onthe Face Amount of, as applicable, Canadian Revolving Loans made by such Lender to such Canadian Revolving Loan Borrower and evidenced thereby, the respective Lender may request (and in such case the respective Canadian Revolving Loan Borrower shall promptly execute and deliver (provided that such Lender shall return to the Canadian Revolving Loan Borrower any Note or Notes theretofore delivered to such Lender pursuant to this Agreement marked "cancelled", or if such Lender has lost or cannot find any such Note or Notes, such Lender will execute and deliver to such Borrower a lost note and indemnity agreement in form and substance as is usual and customary)) a new Canadian Dollar Revolving Note in an amount equal to the greater of (x) that amount (expressed in Canadian Dollars) which at that time exceeds by 25% the Canadian Dollar Equivalent of the respective Lender's Maximum Canadian Dollar Revolving Loan Sub-Commitment or (y) the then outstanding principal amount of, and the Face Amount of, as applicable, all Canadian Revolving Loans made by such Lender to such Canadian Revolving Loan Borrower, (iv) be payable in Canadian Dollars in the outstanding principal amount of, and Face Amount of, as applicable, the Canadian Revolving Loans made to them by such Lenderthe respective Canadian Revolving Loan Borrower and evidenced thereby, (v) mature on the Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 2.09 in respect of the Canadian Revolving Loans evidenced thereby, (vii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02 and (ivviii) be entitled to the Company 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 to each Borrower 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 (including, without limitation, the Face Amount of any Bankers' Acceptances) evidenced thereby. Failure to make any such notation, or any error in such notation, shall not affect any Borrower's obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Term Notes and Revolving Notes shall only be delivered to Lenders with Loans of the respective Tranches 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 of any Tranche or to any Borrower shall affect or in any manner impair the obligations of the respective Borrower or 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 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 on a Note otherwise required in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence its Loans of any Tranche, the respective Borrower or Borrowers shall 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 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 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 Term Lender that has outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans of such Term Lender as of the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Term Loans of such Term 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 Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary pre-payment 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 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 Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to 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 Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) [Reserved] (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 Notes or 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 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. 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 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) 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 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 Borrower, substantially in the form of EXHIBIT A1 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 Borrower, substantially in the form of EXHIBIT A2 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 each Canadian Lender delivered by the Borrower, substantially in the form of Exhibit A3 hereto; and (iv) if Revolving Loans, by a CDOR Note promissory note (each, a "Revolving Note" and, collectively, the "Revolving Notes") duly executed and a Canadian Base Rate Note delivered by the Borrower substantially in the form of EXHIBIT B hereto, with blanks appropriately completed in conformity herewith herewith. (b) The A Term Note of the Borrower 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 Effective Date, (iii) be in a stated principal ofamount equal to the A Term Loan Commitment of such Bank and be payable 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 1.07 in respect of the Base Rate Loans and the LIBOR 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 Borrower 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 B Term Loan Commitment of such Bank and be payable 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 1.07 in respect of the Base Rate Loans and the LIBOR 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 Borrower 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 Acquisition Term Loan Commitment of such Bank and be payable in the aggregate principal amount of the Acquisition Term Loan evidenced thereby, (iv) be subject to conversion into an A Term Note and a B Term Note upon a Conversion Event pursuant to Section 1.01(d), at which time, at the option of such Bank, the Borrower shall issue new A Term Notes and new B Term Notes to each such Bank holding Acquisition Term Loan Commitments, in an amount equal to such Acquisition Term Loans so converted, and interest onshall issue a new Acquisition Term Note to such Bank reflecting the decrease in such Bank's Acquisition Term Loan Commitment and such Bank shall return the replaced A Term Note, B Term Note and Acquisition Term Note to the Canadian Revolving Loans made to them by such LenderBorrower, and (v) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (e) The Revolving Note of the Borrower 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 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 Company will execute Revolving 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 1.07 in respect of the Base Rate Loans and deliver LIBOR Loans, as the case may be, evidenced thereby and (vii) be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed benefits of this Agreement and the other applicable Credit Documents. (f) 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 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 (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 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, howeverin the principal amount of that Lender's Acquisition Loan Commitment and with other appropriate insertions. Company shall execute and deliver on the 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 First Amendment Closing Date a First Additional Tranche B Term Note substantially in the form of EXHIBIT V annexed hereto to evidence that Lender's First Additional Tranche B Term Loan, in the principal amount of that Lender's First Additional Tranche B Term Loan and with other appropriate insertions. Company shall execute and deliver on the decision Second Amended and Restated Credit Agreement Closing Date (i) to each Tranche A Term Loan Lender with an Additional Tranche A Term Loan Commitment (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Second Amended and Restated Credit Agreement Closing Date an Additional Tranche A Term Note substantially in the form of any EXHIBIT IV annexed hereto to evidence that Lender's Additional Tranche A Term Loan, in the principal amount of that Lender's Additional Tranche A Term Loan and with other appropriate insertions and (ii) to each Tranche D Term Loan Lender (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Swing Line Second Amended and Restated Credit Agreement Closing Date a Tranche D Term Note substantially in the form of EXHIBIT XXXII annexed hereto to evidence that Lender's Tranche D Term Loan, in the principal amount of that Lender's Tranche D Term Loan and with other appropriate insertions. Company shall execute and deliver on the Third Amended and Restated Credit Agreement Closing Date (i) to each Tranche A Term Loan Lender with a Second Additional Tranche A Term Loan Commitment (or to not request Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Third Amended and Restated Credit Agreement Closing Date a Tranche A Term Note shall substantially in no way detract from any Borrower’s obligation the form of EXHIBIT IV annexed hereto to repay evidence that Lender's Second Additional Tranche A Term Loan, in the Loans principal amount of that Lender's Second Additional Tranche A Term Loan and with other amounts owing by such Borrower appropriate insertions, (ii) to such each Tranche D Term Loan Lender with an Additional Tranche D Term Loan Commitment (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Swing Line Third Amended and Restated Credit Agreement Closing Date an Additional Tranche D Term Note substantially in the form of EXHIBIT XXXII annexed hereto to evidence that Lender's Additional Tranche D Term Loan, in the principal amount of that Lender's Additional Tranche D Term Loan and with other appropriate insertions and (iii) upon receipt of the applicable originally executed Tranche C Term Note being exchanged for a Tranche B Term Note, to each Lender with a Tranche C Term Loan (or to Administrative Agent for that Lender) that has so requested at least one Business Day prior to the Third Amended and Restated Credit Agreement Closing Date a Second Additional Tranche B Term Note substantially in the form of EXHIBIT XXXI annexed hereto to evidence that Lender's Second Additional Tranche B Term Loan, in the principal amount of that Lender's Second Additional Tranche B Term Loan and with other appropriate insertions.

Notes. Upon request (a) Each Tranche 1 Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of any each Borrower to the applicable Lending Office of such Tranche 1 Lender or resulting from each Loan made by such Lending Office of such Tranche 1 Lender from time to time, including the Swing Line amounts of principal and interest payable and paid to such Lending Office of such Tranche 1 Lender from time to time under this Agreement. (b) The Administrative Agent shall maintain the Register pursuant to Section 11.7(b), and a subaccount for each Tranche 1 Lender, in which Register and subaccounts (taken together) shall be recorded (i) the Company will execute and deliver to amount of each 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 onLoan, the Revolving Loans made to it by Type of each such Revolving LenderLoan and the Interest Period applicable thereto, (ii) the Company will execute amount of any principal or interest due and deliver payable or to become due and payable from each Borrower to each Tranche 1 Lender hereunder in respect of each 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, Loan and interest on, the Term Loans made to it by such Term Lender, (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Tranche 1 Lender’s share thereof. (c) The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if applicableconsistent with the entries of the Administrative Agent, 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 ofSection 2.4(a)) shall, 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 extent permitted by applicable law, be prima facie evidence of the Company’s obligation to pay existence and amounts of the principal of, and interest on, obligations of the Swing Loans made to it by the Swing Line Lenderapplicable Borrower therein recorded; provided, however, that the decision failure of any Tranche 1 Lender or the Swing Line Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The Loans made by each Tranche 1 Lender shall, if requested by the applicable Tranche 1 Lender (which request shall be made to not request the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, executed by each Borrower and payable to the order of such Tranche 1 Lender. Each Note shall in no way detract from any Borrower’s obligation be entitled to repay all of the Loans benefits of this Agreement and the other amounts owing by such Borrower Credit Documents and shall be subject to such Lender or the Swing Line Lenderprovisions hereof and thereof.

Notes. Upon Any Lender may request that the Loans to be made by such Lender to the Fund Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of 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) be payable to (i) Administrative Agent for the Company will execute and deliver to account of the Lenders or their registered assigns at the principal office of Administrative Agent or (ii) if requested at such Revolving Lender a Revolving Facility Note times as there is only one Lender, such Lender; (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 Fund 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) be payable to (i) 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) if requested (at such times as there is only one Lender), such Lender; (C) bear interest in accordance with Section 2.05; (D) be substantially in the Company will execute and deliver to such Term Lender a Term Facility Note 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 Qualified Borrower. Each Fund Party agrees, from time to time, upon the request of Administrative Agent or any applicable Lender, to reissue new Notes to Administrative Agent or such Lender (iiiin accordance with 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 previously issued 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 Fund Party. Any issuance of any Lender or the Swing Line Lender to not request a Note to a Lender shall in no way detract from any Borrower’s obligation be pursuant to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderthis Section 3.01.