Common use of Repayment of Loans; Evidence of Debt Clause in Contracts

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate (i) the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause the total each Revolving Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment Loan of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account Lender (other than any interest earned Revolving Credit Loan made under any Extended Revolving Credit Commitment) on the investment Revolving Credit Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 9), (ii) the then unpaid principal amount of the Term Loan of such deposit Lender (which investments shall be made at other than Extended Term Loans), in accordance with the option and sole discretion of the Administrative Agent, but only applicable amortization schedule set forth in investments rated at least AA subsection 2.2 (or equivalent) by at least one nationally recognized rating agency, unless an Event the then unpaid principal amount of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if anysuch Term Loans, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, date that any or if the maturity all of the Loans has been accelerated (but subject become due and payable pursuant to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC ExposureSection 9), be applied (iii) the then unpaid principal amount of each Revolving Credit Loan under an Extended Revolving Credit Commitment of such Lender on the respective maturity date applicable thereto (or such earlier date on which the Loans become due and payable pursuant to satisfy other obligations Section 9) and (iv) the then unpaid principal amount of any Extended Term Loan of such Lender, in accordance with the Borrower under this Agreement amortization schedule and maturity date applicable thereto (or the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the unpaid principal amount of such deposit (Extended Term Loan, on the date that any or all of the Loans become due and payable pursuant to Section 9). The Borrower hereby further agrees to pay interest on the extent not applied as aforesaid) shall be returned unpaid principal amount of the Loans from time to time outstanding from the Borrower within three Business Days after receipt of such requestdate hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 4.7.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender Bank the then unpaid principal amount of each Committed Revolving Credit Loan on the Maturity Termination Date (or any earlier date on which, subject to the terms and conditions of this Agreement, such payment shall become due and payable, by acceleration or otherwise) and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate relevant Bid Loan Bank the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause each Bid Loan on the total Credit Exposures not to exceed maturity date for such Loan (such maturity date being that specified by the Total Commitment; provided, however, if Borrower for the repayment of such Bid Loan in the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitmentrelated Bid Loan Request). Notwithstanding clause (i) above, the Borrower shall deposit in an account with may, upon written notice to the Administrative Agent in given at least three Business Days prior to the name Termination Date, extend the date upon which the principal amount of the Administrative Agent and for the benefit Revolving Credit Loans outstanding as of the Lenders, an amount in cash equal Termination Date will be due and payable to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (Term-Out Maturity Date; PROVIDED that no Default or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, continuing on the Termination Date and the representations and warranties set forth in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account Section 3 shall be applied by true and correct in all material respects on and as of the Termination Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. If the Borrower gives notice to the Administrative Agent to reimburse in accordance with the preceding sentence, the Borrower hereby agrees that the outstanding principal balance of each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to Revolving Credit Loan outstanding on the extent not so applied, Termination Date shall be held payable on the Term Out Maturity Date or such earlier date as may be required hereunder, due to accelerations or otherwise. It is understood that, whether or not the Term-Out Maturity Date is selected, (x) the Commitments shall automatically terminate on the Termination Date and (y) no maturity date for any Bid Loan may be extended beyond the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTermination Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Managing Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Commitment Termination Date and or on the Business Day specified in any notice delivered by the Managing Administrative Agent referred to in Section 2.08(d), (ii) to the Managing Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan and (iii) to each Swingline Lender the then unpaid principal amount of each any Swingline Loan not later than seven days after owing to such Swingline Lender on the maturity date applicable to such Swingline Loan. Upon receipt of any payment or prepayment by a Swingline Lender from the Borrower on account of the principal amount of a Swingline Loan, such Swingline Lender shall provide written notice to the Managing Administrative Agent of the date and amount of such Swingline Loan is madepayment or prepayment. In addition, if the total Credit Exposures exceeds the Total CommitmentNotwithstanding clause (i) above, the Borrower shall pay may, upon written notice to the Managing Administrative Agent for and each of the account of each Lender an aggregate Lenders given at least three Business Days prior to the Commitment Termination Date, extend the date upon which the principal amount of Committed the Revolving Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment outstanding as of the outstanding Committed Loans and/or Swingline Loans does not cause Commitment Termination Date will be due and payable to the total Credit Exposures, Term-Out Maturity Date. If the Borrower gives notice to be equal to or less than the Total CommitmentManaging Administrative Agent in accordance with the preceding sentence, the Borrower hereby agrees that the outstanding principal balance of each Revolving Loan outstanding on the Commitment Termination Date shall deposit in an account with be payable on the Administrative Agent Term-Out Maturity Date. From and after the Commitment Termination Date, any Revolving Loans for which the Borrower has elected the Term-Out Maturity Date shall consist entirely of Alternate Base Rate Loans and Eurodollar Loans, and any such Revolving Loans which consist of Federal Funds Rate Loans on the Commitment Termination Date shall automatically be converted into Alternate Base Rate Loans in the name absence of a conversion on such date into Eurodollar Loans. It is understood that, whether or not the Administrative Agent and for Term-Out Maturity Date is selected, (x) the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit Commitments shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned automatically terminate on the investment of such deposit Commitment Termination Date and (which investments shall y) no maturity date for any Competitive Loan or Swingline Loan may be made at extended beyond the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTermination Date.

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan made to the U.S. Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date, (ii) with respect to any tranche of Incremental Term Loans, to the Administrative Agent for the account of each applicable Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such tranche of such Incremental Term Lender on the relevant Maturity Date for such tranche of Incremental Term Loans, (iii) with respect to any Extension Series of Extended Term Loans, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Term Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Term Loans, (iv) with respect to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the U.S. Borrower of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments, (v) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount of each Initial Term Loan (other than any Extended Term Loan) of such Initial Term Lender as provided in Section 2.10 and (iivi) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days made to the U.S. Borrower on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made. In addition, if ; provided that on each date that a Revolving Borrowing is made to the total Credit Exposures exceeds the Total CommitmentU.S. Borrower, the U.S. Borrower shall repay all Swingline Loans made to the U.S. Borrower that were outstanding on the date such Borrowing was requested. The U.S. Borrower and the Belgian Borrower, jointly and severally, hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender an aggregate the then unpaid principal amount of Committed Loans or each Revolving Loan made to the Belgian Borrower (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date, (ii) with respect to any Extension Series of Extended Revolving Commitments, of each Extended Revolving Loan made to the Belgian Borrower of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments and (iii) to the Swingline Loans sufficient Lender the then unpaid principal amount of each Swingline Loan made to cause the total Credit Exposures not to exceed Belgian Borrower on the Total Commitment; provided, however, if the repayment earlier of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement Revolving Maturity Date and the other first date after such Swingline Loan Documents. The Administrative Agent shall have exclusive dominion is made that is the 15th or last day of a calendar month and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated is at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three five Business Days after receipt of such requestSwingline Loan is made; provided that on each date that a Revolving Borrowing is made to the Belgian Borrower, the U.S. Borrower and the Belgian Borrower, jointly and severally, shall repay all Swingline Loans made to the Belgian Borrower that were outstanding on the date such Borrowing was requested.

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on demand thereof or by the date such Swingline Loan is madeLender. In addition, if after giving effect to the total reduction of the Total Commitment on each Reduction Date, the Revolving Credit Exposures Exposure exceeds the lesser of the Total CommitmentCommitment and the Availability, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Revolving Loans sufficient to cause the total Revolving Credit Exposures Exposure not to exceed the lesser of the Total CommitmentCommitment and the Availability; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Revolving Loans does not cause the total Revolving Credit Exposures, Exposure to be equal to or less than the lesser of the Total CommitmentCommitment and the Availability, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the LendersLender, an amount in cash equal to the amount by which excess of the total Revolving Credit Exposures exceeds Exposure over the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations obligations of the Borrower Loan Parties under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (deposit, which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred Agent and be continuing, and in any event at the Borrower’s Company's risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% 66_% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Loan Parties under this Agreement and the other Loan Documents. At any time when the sum of the total Revolving Credit Exposures Exposure does not exceed the lesser of the Total Commitment and the Availability and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Each Borrower within a Borrower Group hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Applicable Lender the then unpaid principal amount of each Committed Revolving Loan made by such Applicable Lender on the Maturity Date and Date, (ii) to the Agent the then unpaid amount of each Protective Advance made to or for the account of the Borrowers within such Borrower Group on the earlier of the Maturity Date and demand by the Agent, (iii) to the Applicable Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after made by such Applicable Swingline Lender on the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay Maturity Date and (iv) to the Administrative Agent for the account of each Applicable Extending Lender an aggregate of each Extension Series made available to the Borrowers within such Borrower Group, the then unpaid principal amount of Committed Loans each Extended Revolving Loan of such Extension Series on the maturity date for such Extension Series; provided that on each date that a Revolving Loan to a Borrower within a Borrower Group is made while any Swingline Loan or Protective Advance made to the Borrowers within such Borrower Group is outstanding, the Borrowers within such Borrower Group shall repay all such Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account and Protective Advances with the Administrative Agent in the name proceeds of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal such Revolving Loan then outstanding. Each U.S. Borrower hereby unconditionally promises to pay to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Applicable Tranche B Lender the Obligations then unpaid principal amount of the Borrower under this Agreement and the other each Tranche B Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over made by such account other than any interest earned Applicable Tranche B Lender on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense)Tranche B Maturity Date. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent Each Canadian Borrower hereby unconditionally promises to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, pay to the extent not so applied, shall be held Agent for the satisfaction account of each Applicable Tranche C Lender the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the unpaid principal amount of each Tranche C Loan made by such deposit (to Applicable Tranche C Lender on the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTranche C Maturity Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date, (ii) with respect to any tranche of Incremental Term Loans, to the Administrative Agent for the account of each applicable Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such tranche of such Incremental Term Lender on the relevant Maturity Date for such tranche of Incremental Term Loans, (iii) with respect to any Extension Series of Extended Term Loans, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Term Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Term Loans, (iv) with respect to any Extension Series of Extended Revolving Commitments, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments, (v) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount of each Initial Term Loan (other than any Extended Term Loan) of such Initial Term Lender as provided in Section 2.10 and (iivi) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Borrowing is made, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the that were outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of date such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestBorrowing was requested.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made. In additionthe event that the Revolving Maturity Date is extended in connection with any Permitted Subordinated Debt Refinancing, if (i) the total Credit Exposures exceeds Borrower will provide notice to the Total CommitmentLenders of such Permitted Subordinated Debt Refinancing and (ii) the Administrative Agent will (A) in consultation with the Borrower, determine the new Revolving Maturity Date and (B) distribute to the Borrower and each of the Lenders a notice setting forth the new Revolving Maturity Date. Any such notice from the Administrative Agent shall be binding on the Borrower and the Lenders absent manifest error. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall pay prepare, execute and deliver to such Lender a promissory note payable to the Administrative Agent for the account order of each such Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposuresrequested by such Lender, to be equal to or less than the Total Commitment, the Borrower shall deposit such Lender and its registered assigns) and in an account with the Administrative Agent in the name of a form approved by the Administrative Agent and for the benefit Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the Lenderspayee named therein (or, an amount in cash equal if such promissory note is a registered note, to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement such payee and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSECTION 2.10.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Committed Loan such Lender's Revolving Credit Loans on the Revolving Credit Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is madeDate. In addition, if following any reduction in the total Revolving Credit Exposures exceeds Commitments or at any other time the Total Commitmentaggregate principal amount of the Revolving Credit Exposure shall exceed the aggregate Revolving Credit Commitments, the Borrower shall pay first, to the Administrative Agent extent required by the following sentence, repay the Swing Loans, but only to such extent, second, repay the Revolving Credit Loans, third, repay any remaining Swing Loans and fourth, provide cover for LC Exposure as specified in Section 2.4(1), in an aggregate amount equal to such excess. If at any time either (a) the account of each Lender an aggregate principal amount of Committed Swing Loans outstanding exceeds the Swing Loan Sublimit or Swingline Loans sufficient to cause the Swing Loan Lender's Applicable Percentage of the total Revolving Credit Exposures not to exceed Commitments at such time or (b) the Total Commitment; provided, however, if Swing Loan Lender's Revolving Credit Exposure at such time exceeds the repayment Swing Loan Lender's Applicable Percentage of the outstanding Committed Loans and/or Swingline Loans does not cause total Revolving Credit Commitments at such time after application of any reduction in the total Revolving Credit Exposures, to be equal to or less than the Total Commitment, then the Borrower shall deposit forthwith repay Swing Loans then outstanding in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to such excess, together with accrued interest. Notwithstanding the amount by which foregoing, if on any Test Date, the total maturity date for any then-outstanding Holding Company Notes is scheduled to occur within six months after the Test Date then the Revolving Credit Exposures exceeds the Total Commitment, which cash deposit Loans shall be held by the Administrative Agent for the payment of the Obligations of paid in full, and the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and controlprovide full cover for all outstanding LC Exposure, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTest Date.

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account of each U.S. Revolving Facility Lender the then unpaid principal amount of each U.S. Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Credit Maturity Date, (ii) to the Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Credit Maturity Date, (iii) to the Applicable Agent for the account of each Lender the then unpaid principal amount of each Committed Term Loan on the Maturity Date made by such Lender as provided in Section 2.10 and (iiiv) to the each Swingline Dollar Lender the then unpaid principal amount of each Swingline Dollar Loan not later than seven days made by such Lender to the U.S. Borrower on the earlier of the Revolving Credit Maturity Date and the first date after the date such Swingline Dollar Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Dollar Loan is made. In addition, if ; provided that on each date that a U.S. Revolving Facility Borrowing is made by the total Credit Exposures exceeds the Total CommitmentU.S. Borrower, the U.S. Borrower shall repay all Swingline Dollar Loans then outstanding. Each Foreign Subsidiary Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account of each Global Revolving Facility Lender an aggregate the then unpaid principal amount of Committed Loans or each Global Revolving Facility Loan made by such Lender to such Foreign Subsidiary Borrower on the Revolving Credit Maturity Date and (ii) to each Swingline Loans sufficient Foreign Currency Lender the then unpaid principal amount of each Swingline Foreign Currency Loan made by such Lender to cause such Foreign Subsidiary Borrower on the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment earlier of the outstanding Committed Loans and/or Swingline Loans does not cause Revolving Credit Maturity Date and the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name last day of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal Interest Period applicable to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSwingline Foreign Currency Loan.

Repayment of Loans; Evidence of Debt. (a) The Borrower Each Borrower, severally and not jointly, hereby unconditionally promises to pay (i) repay the outstanding principal amount of the Initial Term Loans made to such Borrower to the Administrative Agent for the account of each applicable Term Lender (i) commencing on the then unpaid last Business Day of December 2019, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of each Committed Loan on the Maturity Date Initial Term Loans made to such Borrower (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and purchases or assignments in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)) and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the Swingline Lender remainder of the then unpaid principal amount of the Initial Term Loans made to such Borrower outstanding on such date, together in each Swingline Loan not later than seven days after case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such Swingline Loan is madepayment. In additionEach Borrower, if severally and not jointly, shall repay the total Credit Exposures exceeds Additional Term Loans of any Class made to such Borrower in such scheduled amortization installments and on such date or dates as shall be specified therefor in the Total Commitmentapplicable Refinancing Amendment, the Borrower shall pay Extension Amendment or Incremental Facility Amendment (as such payments may be reduced from time to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment time as a result of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to application of prepayments in accordance with Section 2.11 and purchases or less than the Total Commitment, the Borrower shall deposit assignments in an account accordance with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b9.05(g) or Event increased as a result of Default shall then exist, upon the request of the Borrower any increase in the amount of such deposit (Additional Term Loans made to the extent not applied as aforesaid) shall be returned such Borrower pursuant to the Borrower within three Business Days after receipt of such requestSection 2.22(a)).

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent or the Canadian Agent, as applicable, for the account of each Lender the appropriate Revolving Credit Lender, (i) the then unpaid principal amount of each Committed Revolving Credit Loan of such Revolving Credit Lender on the Maturity Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Swing Line Loan not later than seven days after of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date such Swingline Loan is madeon which the Loans become due and payable pursuant to Section 8). In addition, if the total Credit Exposures exceeds the Total Commitment, the The US Borrower shall hereby unconditionally promises to pay to the Administrative Agent Agent, for the account of each Lender an aggregate the appropriate US Term Loan Lender, (i) the principal amount of Committed each US Term Loan of such US Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3(a) (or on such earlier date on which the Loans or Swingline Loans sufficient become due and payable pursuant to cause Section 8) and (ii) with respect to any Incremental US Term Loan under an Incremental US Term Loan Facility, the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment principal amount of each Incremental US Term Loan of the outstanding Committed relevant series of Incremental US Term Loans and/or Swingline according to the relevant repayment schedule agreed to by the Lenders of such Incremental US Term Loan pursuant to Section 2.26 (or such earlier date on which the Loans does not cause become due and payable pursuant to Section 8). The Canadian Borrower hereby unconditionally promises to pay to the total Credit ExposuresCanadian Agent, for the account of the appropriate Canadian Term Loan Lender, (i) the principal amount of each Canadian Term Loan of such Canadian Term Loan Lender in installments according to be equal the amortization schedule set forth in Section 2.3(b) (or on such earlier date on which the Loans become due and payable pursuant to or less than the Total CommitmentSection 8) and (ii) with respect to any Incremental Canadian Term Loan under an Incremental Canadian Term Loan Facility, the Borrower shall deposit in an account with the Administrative Agent in the name principal amount of each Incremental Canadian Term Loan of the Administrative Agent and for the benefit relevant series of the Lenders, an amount in cash equal Incremental Canadian Term Loans according to the amount relevant repayment schedule agreed to by the Lenders of such Incremental Canadian Term Loan pursuant to Section 2.26 (or such earlier date on which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Loans become due and payable pursuant to Section 8). Each Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any hereby further agrees to pay interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity unpaid principal amount of the Loans has been accelerated (but subject borrowed by such Borrower from time to time outstanding from the consent of Closing Date until payment in full thereof at the Lenders with LC Exposure representing greater than 51% of rate per annum and on the total LC Exposure)dates, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under set forth in Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request2.16.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each the appropriate Lender (i) the then unpaid principal amount of each Committed Revolving Credit Loan of such Lender on the Maturity Revolving Credit Termination Date (or such earlier date on which such Loans become due and payable pursuant to Section 7), (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Tranche A Term Loan not later than seven days after on the date such Swingline Tranche A Term Loan is made. In additionMaturity Date, if (iii) the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate then unpaid principal amount of Committed each Tranche B-3 Term Loan on the Tranche B-3 Term Loan Maturity Date, (iv) the then unpaid principal amount of each Tranche B-4 Term Loan on the Tranche B-4 Term Loan Maturity Date and (v) the then unpaid principal amount of each Incremental Term Loan on the applicable Incremental Term Loan Maturity Date. All Tranche A Term Loans or Swingline were repaid in full. All Tranche B Term Loans sufficient to cause outstanding on the total Credit Exposures not to exceed First Amendment Effective Date were repaid in full on the Total Commitment; provided, however, if First Amendment Effective Date. All Tranche B-2 Term Loans outstanding on the repayment of Second Amendment Effective Date were repaid in full on the outstanding Committed Second Amendment Effective Date. All Tranche B-3 Term Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit were repaid in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documentsfull. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any Borrower hereby further agrees to pay interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity unpaid principal amount of the Loans has been accelerated (but subject other than the Tranche B-4 Term Loans) from time to time outstanding from the consent Closing Date until payment in full thereof at the rates per annum, and on the date, set forth in Section 2.13. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Lenders with LC Exposure representing greater than 51% of Tranche B-4 Term Loans from time to time outstanding from the total LC Exposure)Fourth Amendment Effective Date until payment in full thereof at the rates per annum, be applied to satisfy other obligations of and on the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under dates, set forth in Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request2.13.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate (i) the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause each Revolv- ing Credit Loan of such Lender on the total Revolving Credit Exposures not to exceed Termination Date, (ii) the Total Commitment; provided, however, if the repayment principal amount of the Tranche B Term Loan of such Lender, in in- stallments, payable on each Tranche B Installment Payment Date, in accor- dance with subsection 4.4(c) (or the then unpaid principal amount of such Tranche B Term Loan on the date that the Tranche B Term Loans become due and payable pursuant to Section 9 or has been reduced in accordance with subsection 4.4(d)), and (iii) the then unpaid principal amount of the Swing Line Loans of the Swing Line Lender on the Revolving Credit Termination Date. Borrower hereby further agrees to pay interest on the unpaid princi- pal amount of the Loans from time to time outstanding Committed Loans and/or Swingline Loans does not cause from the total Credit Exposures, to be equal to or less than date hereof until payment in full thereof at the Total Commitment, rates per annum and on the Borrower dates set forth in subsection 4.4. (b) Each Lender shall deposit maintain in accordance with its usual practice an account with or accounts evidencing indebtedness of Borrower to such Lender resulting from each Loan of such Lender from time to time, including the Administrative Agent in the name amounts of the Administrative Agent principal and for the benefit of the Lenders, an amount in cash equal interest payable and paid to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower such Lender from time to time under this Agreement and the other Loan DocumentsAgreement. (c) The Administrative Agent shall have exclusive dominion maintain the Register pur- suant to subsection 11.6(d), and controla subaccount therein for each Lender, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (in which investments shall be recorded (i) the amount of each Revolving Credit Loan and Tranche B Term Loan made at hereunder, the option Type thereof and sole discretion each Interest Pe- riod applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administra- tive Agent hereunder from Borrower and each Lender's share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to subsection 4.13(b) shall, to the extent per- mitted by applicable law, be prima facie evidence of the Administrative Agent, but only in investments rated at least AA (existence and amounts of the obligations of Borrower therein recorded; provided that the failure of any Lender or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed andmaintain the Register or any such account, to the extent not so appliedor any error therein, shall be held for not in any manner affect the satisfaction obligation of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of to repay (with applicable interest) the Loans has been accelerated (but subject made to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied Borrower by such Lender or to satisfy repay any other obligations in accor- dance with the terms of the this Agreement. (e) Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then existagrees that, upon the request to the Administra- tive Agent by any Lender, Borrower will execute and deliver to such Lender (i) a promissory note of Borrower evidencing the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A with appropriate inser- tions as to date and principal amount (a "Revolving Credit Note"), (ii) a promissory note of such Borrower evidencing the Tranche B Term Loan of such Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), and/or (iii) in the case of the Swing Line Lender, a promissory note of Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit C with appropriate insertions as to date and principal amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request"Swing Line Note"). 4.14.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A Term Lender the then unpaid principal amount of each Committed Tranche A Term Loan on the Tranche A Term Loan Maturity Date and (ii) Date. The Borrower hereby unconditionally promises to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Tranche B Term Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Tranche B Term Loan on the Tranche B Term Loan Maturity Date. The Borrower hereby unconditionally promises to cause the total Credit Exposures not pay to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Tranche B II Term Lender the Obligations then unpaid principal amount of each Tranche B II Term Loan on the Borrower under this Agreement and the other Tranche B II Term Loan DocumentsMaturity Date. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B III Term Lender the then unpaid principal amount of each Tranche B III Term Loan on the Tranche B III Term Loan Maturity Date. The Borrower hereby unconditionally promises to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, pay to the extent not so applied, shall be held Administrative Agent for the satisfaction account of each Tranche B 2019 Term Lender the reimbursement obligations then unpaid principal amount of each Tranche B 2019 Term Loan on the Tranche B 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the LC Exposure at account of each Tranche B 2016 Term Lender (i) on the last day of each September, December, March and June, beginning with December 31, 2012, and ending with the last such time, or if the maturity of the Loans has been accelerated (but subject day to occur prior to the consent of the Lenders with LC Exposure representing greater than 51Tranche B 2016 Term Loan Maturity Date, an amount for each such date equal to 0.25% of the total LC Exposure)aggregate principal amount of each Tranche B 2016 Term Loan outstanding on the Fourth Amendment Effective Date and (ii) the then unpaid principal amount of each Tranche B 2016 Term Loan on the Tranche B 2016 Term Loan Maturity Date, be applied to satisfy other obligations provided that the scheduled repayments of the Borrower under this Agreement Tranche B 2016 Term Loan set forth in clauses (i) and the other Loan Documents. At (ii) above shall be reduced in connection with any time when the sum voluntary or mandatory prepayments of the total Credit Exposures does not exceed Tranche B 2016 Term Loans in accordance with Section 2.05(f). The Borrower hereby unconditionally promises to pay to the Total Commitment and so long as no Default under Section 7.01(b) or Event Administrative Agent for the account of Default shall each Tranche B-II 2019 Term Lender the then exist, upon the request of the Borrower the unpaid principal amount of such deposit (each Tranche B-II 2019 Term Loan on the Tranche B-II 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the extent not applied as aforesaid) shall be returned Administrative Agent for the account of each Tranche B-III 2019 Term Lender the then unpaid principal amount of each Tranche B-III 2019 Term Loan on the Tranche B-III 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Borrower within three Business Days after receipt Administrative Agent for the account of such requesteach Tranche B 2020 Term Lender the then unpaid principal amount of each Tranche B 2020 Term Loan on the Tranche B 2020 Term Loan Maturity Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises shall repay to pay (i) the Administrative Agent, for the benefit of the Initial Term Loan Lenders, on the Initial Term Loan Maturity Date, the then outstanding Initial Term Loans made to the Borrower, in Dollars. The Borrower shall repay to the Administrative Agent for the account benefit of each Lender the Revolving Credit Lenders, on the Revolving Credit Maturity Date with respect to a given Class of Commitments, the then unpaid principal amount outstanding Revolving Loans with respect to such Class, in the currency in which such Revolving Loans are denominated. The Borrower shall repay to the Administrative Agent, for the benefit of each Committed Loan the applicable Extending Lenders, on the Maturity Date and (ii) applicable maturity date for Extended Term Loans, the then outstanding Extended Term Loans made to the Swingline Lender Borrower, in Dollars. The Borrower shall repay to the Administrative Agent, for the benefit of the New Term Loan Lenders, on the New Term Loan Maturity Date, the then unpaid principal amount outstanding New Term Loans made to the Borrower, in Dollars. The Borrower shall repay to the Administrative Agent, for the benefit of each Swingline Loan not later than seven days after Lenders holding any Replacement Term Loans, on the applicable maturity date for such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total CommitmentReplacement Term Loans, the then outstanding Replacement Term Loans made to the Borrower, in Dollars. The Borrower shall pay repay to the Administrative Agent for the account benefit of the Revolving Credit Lenders with Extended Revolving Credit Loans, on each Lender an aggregate principal Extended Revolving Loan Maturity Date, the then outstanding amount of Committed Extended Revolving Credit Loans or Swingline in the currency in which such Revolving Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the are denominated. The Borrower shall deposit in an account with repay to the Administrative Agent in the name of the Administrative Agent and for the benefit of the Incremental Revolving Loan Lenders, an on each Incremental Revolving Credit Maturity Date, the then outstanding amount of Incremental Revolving Credit Loans in cash equal the currency in which such Revolving Loans are denominated. The Borrower shall repay to the amount by which the total Credit Exposures exceeds the Total CommitmentSwingline Lender, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at Swingline Maturity Date, the option and sole discretion of the Administrative Agent, but only then outstanding Swingline Loans in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestDollars.

Repayment of Loans; Evidence of Debt. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account of each U.S. Revolving Facility Lender the then unpaid principal amount of each U.S. Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Credit Maturity Date, (ii) to the Applicable Agent for the account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to the U.S. Borrower on the Revolving Credit Maturity Date, (v) to the Applicable Agent for the account of each Lender the then unpaid principal amount of each Committed Term Loan on made by such Lender as provided in the Maturity Date applicable Incremental Facility Amendment and (iivi) to the each Swingline Dollar Lender the then unpaid principal amount of each Swingline Dollar Loan not later than seven days made by such Lender to the U.S. Borrower on the earlier of (A) the Revolving Credit Maturity Date and (B) the first date after the date such Swingline Dollar Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Dollar Loan is made. In addition, if ; provided that on each date that a U.S. Revolving Facility Borrowing is made by the total Credit Exposures exceeds the Total CommitmentU.S. Borrower, the U.S. Borrower shall repay all Swingline Dollar Loans then outstanding. Each Foreign Subsidiary Borrower hereby unconditionally promises to pay (1) to the Administrative Applicable Agent for the account of each Global Revolving Facility Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Global Revolving Facility Loan made by such Lender to cause such Foreign Subsidiary Borrower on the total Revolving Credit Exposures not to exceed the Total Commitment; providedMaturity Date, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal (2) to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Applicable Agent for the payment account of each Global Revolving Facility Lender the then unpaid principal amount of each Global Revolving Facility Loan made by such Lender to such Foreign Subsidiary Borrower on the Revolving Credit Maturity Date and (3) to each Swingline Foreign Currency Lender the then unpaid principal amount of each Swingline Foreign Currency Loan made by such Lender to such Foreign Subsidiary Borrower on the earlier of (I) the Revolving Credit Maturity Date and (II) the last day of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over Interest Period applicable to such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSwingline Foreign Currency Loan.

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the BorrowerCompany’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate the then unpaid principal amount of Committed Loans each Term Loan of such Lender as provided in Section 2.10. (b) Each Lender shall maintain in accordance with its usual practice an account or Swingline Loans sufficient to cause accounts evidencing the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment indebtedness of the outstanding Committed Loans and/or Swingline Loans does not cause Borrower to such Lender resulting from each Loan made by such Lender, including the total Credit Exposures, amounts of principal and interest payable and paid to be equal such Lender from time to or less than time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the Total Commitmentamount of each Loan made hereunder, the Borrower shall deposit in an account with Class and Type thereof and the Administrative Agent in the name of the Administrative Agent and for the benefit of the LendersInterest Period applicable thereto, an amount in cash equal to (ii) the amount by which of any principal or interest due and payable or to become due and payable from the total Credit Exposures exceeds Borrower to each Lender hereunder and (iii) the Total Commitment, which cash deposit shall be held amount of any sum received by the Administrative Agent hereunder for the payment account of the Obligations Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be conclusive absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower under to pay any amounts due hereunder in accordance with the terms of this Agreement Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied accounts maintained by the Administrative Agent pursuant to reimburse paragraph (c) of this Section shall control. (e) The Term Loans made by each Issuing Bank for LC Disbursements for which it has not been reimbursed andTerm Lender shall, to at the extent not so appliedrequest of such Term Lender, shall be held for the satisfaction of the reimbursement obligations evidenced by a single promissory note of the Borrower for in substantially the LC Exposure at form of Exhibit E-2, dated as of (i) the Closing Date, (ii) the date such time, Term Loan was made or if (iii) the maturity effective date of the Loans has been accelerated (but subject an Assignment and Assumption pursuant to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC ExposureSection 9.04(b), payable to such Term Lender and otherwise duly completed. The Revolving Loans made by each Revolving Lender shall, at the request of such Revolving Lender, be applied to satisfy other obligations evidenced by a single promissory note of the Borrower under this Agreement in substantially the form of Exhibit E-1, dated (i) the Closing Date, (ii) the date of effectiveness of any Additional Credit Extension Amendment pursuant to which the Revolving Commitment was made or (iii) the effective date of an Assignment and the other Assumption pursuant to Section 9.04(b), payable to such Revolving Lender in a principal amount as originally in effect and otherwise duly completed . The date, amount, Type, interest rate and Interest Period of each Loan Documents. At any time when the sum made by each Lender, and all payments made on account of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.the

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) The Borrowers hereby jointly and severally unconditionally promise to repay the outstanding principal amount of the Initial Term A Loans funded on the Amendment No. 2 Closing Date and any Delayed Draw Term A Loans to the Administrative Agent for the account of each applicable Term A Lender (i) on the then unpaid last Business Day of each April, July, October and January prior to the Initial Term A Loan Maturity Date (each such date being referred to as a “Initial Term A Loan Installment Date”), in the principal amount set forth below for such Term A Loan Installment Date (as such payment may be reduced from time to time as a result of each Committed Loan on the Maturity Date application of prepayments in accordance with Section 2.11 and/or any repurchase in accordance with Section 9.05(f) or increased as a result of any increase in the amount of such Initial Term A Loans pursuant to Section 2.22(a) or in connection with the funding of any Delayed Draw Term A Loans), and (ii) on the Initial Term A Loan Maturity Date, in an amount equal to the Swingline Lender remainder of the then unpaid principal amount of the Initial Term A Loans outstanding on such date, together in each Swingline Loan not later than seven days after case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such Swingline Loan is madepayment. In additionNotwithstanding the foregoing, if from the total Credit Exposures exceeds the Total Commitmentdate of funding any Delayed Draw Term A Loans, the amount set forth above in clause (i) shall be increased to an amount necessary to cause the relevant Delayed Draw Term A Loans to be entitled to scheduled amortization payments representing the same percentage of the principal amount of such Delayed Draw Term A Loans as the amortization percentage that is applicable to then outstanding Term A Loans prior to the Borrowing of the relevant Delayed Draw Term A Loan, it being understood that (A) such amendment will be effected immediately upon written notice thereof by the Administrative Agent to the Administrative Borrower and (B) no such amendment shall pay result in the decrease of the amortization applicable to any Initial Term Loans outstanding prior to the Borrowing of the relevant Delayed Draw Term A Loan. INITIAL TERM A LOAN INSTALLMENT DATE PRINCIPAL AMOUNT Last Business Day of April 2021 $ 2,448,614.87 Last Business Day of July 2021 $ 3,698,614.87 Last Business Day of October 2021 $ 3,698,614.87 Last Business Day of January 2022 $ 3,698,614.87 Last Business Day of April 2022 $ 4,931,486.49 Last Business Day of July 2022 $ 4,931,486.49 Last Business Day of October 2022 $ 4,931,486.49 INITIAL TERM A LOAN INSTALLMENT DATE PRINCIPAL AMOUNT Last Business Day of January 2023 $ 4,931,486.49 Last Business Day of April 2023 $ 4,931,486.49 Last Business Day of July 2023 $ 4,931,486.49 Last Business Day of October 2023 $ 4,931,486.49 Last Business Day of January 2024 $ 4,931,486.49 Maturity Date $ 144,263,108.20 (ii) Beginning on the Amendment No. 4 Closing Date, the Borrowers hereby jointly and severally unconditionally promise to repay the outstanding principal amount of the 2020 Extended Term A Loans to the Administrative Agent for the account of each applicable 2020 Extended Term A Lender an aggregate (i) on the last Business Day of each April, July, October and January prior to the 2020 Extended Term A Loan Maturity Date (each such date being referred to as a “2020 Extended Term A Loan Installment Date”), in the principal amount of Committed Loans or Swingline Loans sufficient set forth below for such 2020 Extended Term A Loan Installment Date (as such payment may be reduced from time to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment time as a result of the outstanding Committed Loans application of prepayments in accordance with Section 2.11 and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit any repurchase in an account accordance with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b9.05(f) or Event increased as a result of Default shall then exist, upon the request of the Borrower any increase in the amount of such deposit 2020 Extended Term A Loans pursuant to Section 2.22(a)), and (ii) on the 2020 Extended Term A Loan Maturity Date, in an amount equal to the extent not applied as aforesaid) shall remainder of the principal amount of the 2020 Extended Term A Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be returned paid to but excluding the Borrower within three Business Days after receipt date of such request.payment. 2020 EXTENDED TERM A LOAN INSTALLMENT DATE PRINCIPAL AMOUNT Last Business Day of April 2021 $ 0.00 Last Business Day of July 2021 $ 0.00 Last Business Day of October 2021 $ 0.00 Last Business Day of January 2022 $ 0.00 Last Business Day of April 2022 $ 15,924,881.76 Last Business Day of July 2022 $ 15,924,881.76 Last Business Day of October 2022 $ 15,924,881.76 Last Business Day of January 2023 $ 15,924,881.76 Last Business Day of April 2023 $ 23,887,322.63 Last Business Day of July 2023 $ 23,887,322.63 Last Business Day of October 2023 $ 23,887,322.63 Last Business Day of January 2024 $ 23,887,322.63 Last Business Day of April 2024 $ 31,849,763.51 Maturity Date $ 1,082,891,959.35

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) The U.S. Borrowers hereby unconditionally promise to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate U.S. Revolving Lender, the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each U.S. Revolving Loan on the Maturity Date; (ii) the European Borrowers hereby unconditionally promise to cause pay to the total Credit Exposures not to exceed European Administrative Agent for the Total Commitment; provided, however, if the repayment account of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitmenteach Tranche C Revolving Lender, the then unpaid principal amount of each Tranche C Revolving Loan on the Maturity Date; (iii) the Canadian Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal hereby unconditionally promises to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by pay to the Administrative Agent for the payment account of each Tranche B Revolving Lender, the then unpaid principal amount of each Tranche B Revolving Loan on the Maturity Date; (iv) the U.S. Borrowers hereby unconditionally promise to pay to the Administrative Agent the then unpaid amount of each U.S. Protective Advance on the earlier of the Obligations of the Borrower under this Agreement Maturity Date and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of demand by the Administrative Agent, but only in investments rated at least AA ; (or equivalentv) the European Borrowers hereby unconditionally promise to pay to the European Administrative Agent the then unpaid amount of each Tranche C Protective Advance on the earlier of the Maturity Date and demand by at least one nationally recognized rating agency, unless an Event the European Administrative Agent; (vi) the Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent the then unpaid amount of Default shall have occurred each Tranche B Protective Advance on the earlier of the Maturity Date and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied demand by the Administrative Agent Agent; (vii) the U.S. Borrowers hereby unconditionally promise to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, pay to the extent not so applied, shall be held for Administrative Agent the satisfaction then unpaid principal amount of each U.S. Overadvance on the earlier of the reimbursement obligations Maturity Date and demand by the Administrative Agent; (viii) the European Borrowers hereby unconditionally promise to pay to the European Administrative Agent the then unpaid principal amount of each Tranche C Overadvance on the earlier of the Maturity Date and demand by the European Administrative Agent; and (ix) the Canadian Borrower for hereby unconditionally promises to pay to the LC Exposure at such time, or if Administrative Agent the maturity then unpaid principal amount of each Tranche B Overadvance on the earlier of the Loans has been accelerated (but subject to Maturity Date and demand by the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestAdministrative Agent.

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Domestic Lender the then unpaid principal amount of each Committed Domestic Revolving Loan of such Domestic Lender made to it on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on the date such Swingline Loan is madeMaturity Date. In addition, if the total Credit Exposures exceeds the Total Commitment, the Each Domestic Subsidiary Borrower shall hereby unconditionally promises to pay to the Administrative Agent for the account of each Domestic Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Domestic Revolving Loan of such Domestic Lender made to cause it on the total Credit Exposures not Maturity Date. The Australian Subsidiary Borrower hereby unconditionally promises to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, pay to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Australian Lender the Obligations then unpaid principal amount of the Borrower under this Agreement and the other each Australian Revolving Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned Australian Lender on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense)Maturity Date. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by Each Canadian Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Lender the then unpaid principal amount of each Canadian Revolving Loan of such Canadian Lender made to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, on the Maturity Date. The German Subsidiary Borrower hereby unconditionally promises to pay to the extent not so applied, shall be held Administrative Agent for the satisfaction account of each German Lender the reimbursement obligations then unpaid principal amount of each German Revolving Loan of such German Lender on the Maturity Date. The Mexican Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the LC Exposure at such time, or if account of each Mexican Lender the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the unpaid principal amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt each Mexican Revolving Loan of such requestMexican Lender on the Maturity Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each the appropriate Dollar Revolving Credit Lender and the then unpaid principal amount of each Committed Loan on the Maturity Date Dollar Swing Line Lender and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate the appropriate Term Loan Lender, as the case may be, (i) the then unpaid principal amount of Committed each Non-Extending Dollar Revolving Credit Loan on the Non-Extending Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Extending Dollar Revolving Credit Loan on the Extending Revolving Credit Termination Date (or Swingline on such earlier date on which the Loans sufficient become due and payable pursuant to cause Section 8), (iii) the total Credit Exposures not to exceed then unpaid principal amount of each Dollar Swing Line Loan on the Total Commitment; provided, however, if the repayment earlier of the outstanding Committed one week anniversary of the extension thereof (solely to the extent that the Borrower can borrow Revolving Credit Loans and/or Swingline on any such anniversary date) and the Non-Extending Revolving Credit Termination Date (or such earlier date on which the Loans does not cause become due and payable pursuant to Section 8), (iv) the total then unpaid principal amount of each Dollar Swing Line Loan on the earlier of the one week anniversary of the extension thereof (solely to the extent that the Borrower can borrow Revolving Credit ExposuresLoans on any such anniversary date) and the Extending Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 8), (v) the principal amount of each Tranche B Term Loan of such Tranche B Term Loan Lender in installments according to be equal the amortization schedule set forth in Section 2.3 and, in any event, in full on May 4, 2014 (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (vi) the principal amount of each Tranche C Term Loan of such Tranche C Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 and, in any event, in full on the Tranche C Term Loan Maturity Date (or less than on such earlier date on which the Total CommitmentLoans become due and payable pursuant to Section 8) and (vii) with respect to any Incremental Term Loan under an Incremental Term Loan Facility, the principal amount of each Incremental Term Loan of the relevant series of Incremental Term Loans according to the relevant repayment schedule agreed to by the Lenders of such Incremental Term Loan pursuant to Section 2.25 (or on such earlier date on which the Loans become due and payable pursuant to Section 8); provided that on each date that a Dollar Revolving Credit Loan is made, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the repay all Dollar Swing Line Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestoutstanding.

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the ratable account of each Lender an aggregate Lender, the then unpaid principal amount of Committed Loans or Swingline Loans sufficient made to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent it (and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement all accrued and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any unpaid interest earned thereon) on the investment Maturity Date; provided that the Borrowers shall apply the net cash proceeds (net of such deposit customary fees, commissions, costs and expenses incurred in connection therewith) of any and all issuances by Parent or any of its Subsidiaries of debt securities issued in one or more capital markets transactions (which investments shall be made at the option including without limitation any convertible bonds) to repay outstanding Loans hereunder (and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so appliedsuch net cash proceeds exceeds the principal amount of Loans outstanding hereunder, Parent shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower terminate undrawn Commitments hereunder in the amount of such deposit excess) (in each case, subject to the extent not applied minimum increments set forth in this Agreement). In addition, so long as aforesaidany obligations (inclusive of all principal, interest, fees and reimbursement obligations (other than other than contingent indemnification obligations with respect to which no claim has been made)) and/or Commitments are outstanding under this Agreement or any other Loan Document, no principal amount outstanding under the Existing Bridge Loan Agreement shall be repaid and no “Commitment” (under and as defined in the Existing Bridge Loan Agreement) shall be returned cancelled or terminated, in each case, by any Loan Party, any of their respective Affiliates or any other Person. If the Credit Exposure at any time exceeds the aggregate of all Commitments, the Borrowers shall comply with Section 2.08(a). All payments or repayments of Loans made pursuant to the Borrower within three Business Days after receipt of such requestthis Section 2.07(a) shall be made in US dollars.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (ii) to the Swingline Date. Each Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and controlthe Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraph (b) or (c) of this Section shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for the LC Exposure at such time, or if the maturity of to repay the Loans has been accelerated (but subject to in accordance with the consent terms of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure)this Agreement. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, be applied to satisfy other obligations of the Borrower under this Agreement shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the other Loan DocumentsAdministrative Agent. At any time when Thereafter, the sum of the total Credit Exposures does not exceed the Total Commitment Loans evidenced by such promissory note and so long as no Default under interest thereon shall at all times (including after assignment pursuant to Section 7.01(b9.04) be represented by one or Event of Default shall then exist, upon the request of the Borrower the amount of more promissory notes in such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestform.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) shall repay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In additionAgent, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Initial Term Loan Lenders, on the Initial Term Loan Maturity Date, the then outstanding Initial Term Loans. (b) The Borrower shall repay to the Administrative Agent, for the benefit of the Initial Term Loan Lenders, (i) on the last Business Day of each of March, June, September and December, commencing with the fiscal quarter ending January 31, 2021 (each such date, an “Initial Term Loan Repayment Date”), a principal amount in cash of Term Loans equal to the aggregate outstanding principal amount of Initial Term Loans made on the RestatementAmendment No. 4 Effective Date multiplied by which 0.25% and (ii) on the total Credit Exposures exceeds Initial Term Loan Maturity Date, any remaining outstanding amount of Initial Term Loans (the Total Commitmentrepayment amounts in clauses (i) and (ii) above, which cash deposit shall each, an “Initial Term Loan Repayment Amount”). Notwithstanding anything in this Agreement to the contrary, the amounts set forth in clause (b) may be held adjusted in connection with any New Term Loans that are intended to be fungible with the Initial Term Loans. (c) In the event that any New Term Loans are made, such New Term Loans shall, subject to Section 2.14(d), be repaid by the Administrative Agent for Borrower in the payment of amounts (each, a “New Term Loan Repayment Amount”) and on the Obligations dates (each a “New Term Loan Repayment Date”) set forth in the applicable Joinder Agreement. In the event that any Extended Term Loans are established, such Extended Term Loans shall, subject to Section 2.14(g), be repaid by the Borrower in the amounts (each such amount with respect to any Extended Repayment Date, an “Extended Term Loan Repayment Amount”) and on the dates (each, an “Extended Repayment Date”) set forth in the applicable Extension Amendment. (d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement and the other Loan DocumentsAgreement. (e) The Administrative Agent shall have exclusive dominion maintain the Register pursuant to Section 13.6(b), and controla subaccount for each Lender, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit in which Register and subaccounts (which investments taken together) shall be recorded (i) the amount of each Loan made at hereunder, whether such Loan is an Initial Term Loan or New Term Loan, the option Type of each Loan made and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profitsPeriod, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed andapplicable thereto, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(bii) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (any principal or interest due and payable or to the extent not applied as aforesaid) shall be returned to become due and payable from the Borrower within three Business Days after receipt of such request.to each Lender -82- US-DOCS\118329784.0000000000.6

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (ii) to the Swingline Date. Each Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and controlthe Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraph (b) or (c) of this Section shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for to repay the LC Exposure Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by it be evidenced by a promissory note in substantially the form of Exhibit F. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such time, or if form payable to the maturity order of the Loans has been accelerated payee named therein (but subject or, if such promissory note is a registered note, to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposuresuch payee and its registered assigns), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the date thereof and the Interest Period applicable thereto, (ii) to the Swingline Lender the then unpaid principal amount of any principal or interest due and payable or to become due and payable from the Borrower to each Swingline Loan Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not later than seven days after in any manner affect the date such Swingline Loan is madeobligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note (each, a “Note”). In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay prepare, execute and deliver to such Lender a Note payable to the Administrative Agent for the account order of each such Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposuresrequested by such Lender, to be equal to or less than the Total Commitment, the Borrower shall deposit such Lender and its registered assigns) in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held a form approved by the Administrative Agent for Agent. Thereafter, the payment Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes payable to the order of the Obligations of the Borrower under this Agreement payee named therein (or, if such Notes is a registered note, to such payee and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSECTION 2.08.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan (other than an Extended Revolving Loan) of such Lender on the Revolving Maturity Date, (ii) with respect to any tranche of Incremental Term Loans, to the Administrative Agent for the account of each applicable Incremental Term Lender the then unpaid principal amount of each Incremental Term Loan of such tranche of such Incremental Term Lender on the relevant Maturity Date for such tranche of Incremental Term Loans, (iii) with respect to any Extension Series of Extended Term Loans, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Term Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Term Loans, (iv) with respect to any Extension Series of Extended Revolving Commitments, to the Administrative Agent for the account of each applicable Extending Lender the then unpaid principal amount of each Extended Revolving Loan of such Extension Series on the relevant Maturity Date for such Extension Series of Extended Revolving Commitments, (v) to the Administrative Agent for the account of each Initial Term Lender the then unpaid principal amount of each Initial Term Loan (other than any Extended Term Loan) of such Initial Term Lender as provided in Section 2.10 72 and (iivi) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Borrowing is made, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the that were outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of date such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestBorrowing was requested.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each the appropriate Revolving Credit Lender or Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Committed Revolving Credit Loan of the Revolving Credit Lender on the applicable Revolving Credit Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Swing Line Loan not later than seven days after of such Swing Line Lender on the Revolving Credit Maturity Date (or on such earlier date such Swingline Loan is made. In additionon which the Loans become due and payable pursuant to Section 8), if (iii) the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate then unpaid principal amount of Committed Loans each Initial Term Loan of such Initial Term Loan Lender on the Initial Term Loan Maturity Date (or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by on such earlier date on which the total Credit Exposures exceeds Loans become due and payable pursuant to Section 8) and; (iv) the Total Commitment, then unpaid principal amount of each New Incremental Loan of such New Incremental Loan Lender on the New Incremental Loan Maturity Date (or on such earlier date on which cash deposit shall be held by the Administrative Agent for Loans become due and payable pursuant to Section 8) and (v) the payment then unpaid principal amount of each Incremental Term Loan of such Incremental Term Loan Lender on the Obligations of Incremental Term Loan Maturity Date (or on such earlier date on which the Borrower under this Agreement Loans become due and the other Loan Documentspayable pursuant to Section 8). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any Borrower hereby further agrees to pay interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity unpaid principal amount of the Loans has been accelerated (but subject from time to time outstanding from the consent of Closing Date until payment in full thereof at the Lenders with LC Exposure representing greater than 51% of rates per annum, and on the total LC Exposure)dates, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under set forth in Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request2.15.

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and Date, (ii) to the Swingline Lender Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Swingline Loan not later than seven days after Overadvance on the date such Swingline Loan earlier of the Maturity Date and demand by the Administrative Agent. (b) At all times that full cash dominion is made. In additionin effect pursuant to Section 7.3 of the Security Agreement, if the total Credit Exposures exceeds the Total Commitmenton each Business Day, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal apply all funds credited to the amount by which Collection Account on such Business Day or the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit immediately preceding Business Day (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (whether or equivalent) by at least one nationally recognized rating agencynot immediately available), unless an Event of Default shall have occurred first to prepay any Protective Advances and Overadvances that may be continuingoutstanding, pro rata, and in second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any event at funds credited to the Borrower’s risk and expenseCollection Account constitute Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.11(c). (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held hereunder for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to clause (c) or (d) of this Section shall be prima facie evidence of the total LC Exposure), be applied to satisfy other obligations existence and amounts of the Borrower under this Agreement and obligations recorded therein; provided that the other Loan Documents. At failure of any time when Lender or the sum Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the total Credit Exposures does not exceed Borrowers to repay the Total Commitment Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and so long as no Default under deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 7.01(b9.04) be represented by one or Event of Default shall then exist, upon the request of the Borrower the amount of more promissory notes in such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.form. SECTION 2.11

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and Date, (ii) to the Swingline Lender Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Swingline Loan not later than seven days after Overadvance on the date such Swingline Loan earlier of the Maturity Date and demand by the Administrative Agent. (b) At all times that full cash dominion is made. In additionin effect pursuant to Section 7.3 of the Security Agreement, if the total Credit Exposures exceeds the Total Commitmenton each Business Day, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal apply all funds credited to the amount by which Collection Account on such Business Day or the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit immediately preceding Business Day (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (whether or equivalentnot immediately available) by at least one nationally recognized rating agencyfirst to prepay any Protective Advances and Overadvances that may be outstanding, unless an Event of Default shall have occurred and be continuingpro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any event at principal or interest due and payable or to become due and payable from the Borrower’s risk Borrowers to each Lender hereunder and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied (iii) the amount of any sum received by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held hereunder for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the total LC Exposure), be applied to satisfy other obligations existence and amounts of the Borrower under this Agreement and obligations recorded therein; provided that the other Loan Documents. At failure of any time when Lender or the sum Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the total Credit Exposures does not exceed Borrowers to repay the Total Commitment Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and so long as no Default under deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 7.01(b9.04 ) be represented by one or Event of Default shall then exist, upon the request of the Borrower the amount of more promissory notes in such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestform. SECTION 2.11.

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and Date, (ii) to the Swingline Lender Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Swingline Loan not later than seven days after Overadvance on the date such Swingline Loan earlier of the Maturity Date and demand by the Administrative Agent. (b) At all times that full cash dominion is made. In additionin effect pursuant to Section 7.3 of the Security Agreement, if the total Credit Exposures exceeds the Total Commitmenton each Business Day, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal apply all funds credited to the amount by which Collection Account on such Business Day or the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit immediately preceding Business Day (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (whether or equivalentnot immediately available) by at least one nationally recognized rating agencyfirst to prepay any Protective Advances and Overadvances that may be outstanding, unless an Event of Default shall have occurred and be continuingpro rata, and second to prepay the Revolving Loans (including Swingline Loans) and to cash collateralize outstanding LC Exposure. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Xxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any event at principal or interest due and payable or to become due and payable from the Borrower’s risk Borrowers to each Lender hereunder and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied (iii) the amount of any sum received by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held hereunder for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Xxxxxx’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the total LC Exposure), be applied to satisfy other obligations existence and amounts of the Borrower under this Agreement and obligations recorded therein; provided that the other Loan Documents. At failure of any time when Lender or the sum Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the total Credit Exposures does not exceed Borrowers to repay the Total Commitment Loans in accordance with the terms of this Agreement. (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and so long as no Default under deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 7.01(b9.04) be represented by one or Event of Default shall then exist, upon the request of the Borrower the amount of more promissory notes in such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestform. SECTION 2.11.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender Revolving Lender, the then unpaid principal amount of each Committed Revolving Loan on the Revolving Maturity Date Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate Term Loan Lender, the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause each Term Loan on the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower Term Loan Maturity Date. Each Lender shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and controlType thereof and the Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraph (b) or (c) of this Section shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for to repay the LC Exposure Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by it be evidenced by one or more promissory notes in substantially the forms of Exhibit D-1 or Exhibit D-2 hereto, as applicable. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to Section 9.05), unless such timeassignee elects not to receive a Note, in which case such assignor shall return to the Borrower any Note issued to it, or if in the maturity case of any loss, theft or destruction of any such Note, a lost note affidavit in customary form, be represented by one or more promissory notes in such form payable to the order of the Loans has been accelerated payee named therein (but subject or, if such promissory note is a registered note, to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposuresuch payee and its registered assigns), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the Upon request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) Borrower, promptly following Payment in Full, each Lender shall be returned return to the Borrower within three Business Days after receipt any Note issued to it, or in the case of any loss, theft or destruction of any such requestNote, a lost note affidavit in customary form.

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than on the date that is seven days after the date such funding thereof by the Swingline Loan is madeLender. In addition, if the sum of the total Credit Exposures exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the sum of the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, Exposures to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the sum of the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Company under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the BorrowerCompany’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each such Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater 2008 MEP Credit Agreement than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Company under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Each Borrower within a Borrower Group hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Applicable Lender the then unpaid principal amount of each Committed Revolving Loan made by such Applicable Lender on the Maturity Date and Date, (ii) to the Agent the then unpaid amount of each Protective Advance made to or for the account of the Borrowers within such Borrower Group on the earlier of the Maturity Date and demand by the Agent, (iii) to the Applicable Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after made by such Applicable Swingline Lender on the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay Maturity Date and (iv) to the Administrative Agent for the account of each Applicable Extending Lender an aggregate of each Extension Series made available to the Borrowers within such Borrower Group, the then unpaid principal amount of Committed Loans each Extended Revolving Loan of such Extension Series on the maturity date for such Extension Series; provided that on each date that a Revolving Loan to a Borrower within a Borrower Group is made while any Swingline Loan or Protective Advance made to the Borrowers within such Borrower Group is outstanding, the Borrowers within such Borrower Group shall repay all such Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account and Protective Advances with the Administrative Agent in the name proceeds of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal such Revolving Loan then outstanding. Each U.S. Borrower hereby unconditionally promises to pay to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Applicable Tranche B Lender the Obligations then unpaid principal amount of the Borrower under this Agreement and the other each Tranche B Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over made by such account other than any interest earned Applicable Tranche B Lender on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTranche B Maturity Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date, (ii) to the Administrative Agent for the account of each Lender having a Competitive Loan outstanding the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan, and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on demand therefor by the date such Swingline Loan is madeLender. In addition, if the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Committed Credit Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the BorrowerCompany’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each such Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. At any time when the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of outstanding Competitive Loans, does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby Borrowers hereby, jointly and severally, unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan Loan, together with any accrued but unpaid interest thereon, on the Maturity Date Date; such promise of each Borrower to repay each Loan shall apply unconditionally to each Loan irrespective of which Borrower was the Borrower of such Loan. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) to the Swingline Lender the then unpaid principal amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Swingline Loan not later than seven days after Lender hereunder and (iii) the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender an aggregate principal amount Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment this Section shall be prima facie evidence of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name existence and amounts of the Administrative Agent and for obligations recorded therein absent manifest error; provided that the benefit failure of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (Lender or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which maintain such accounts or any error therein shall not in any manner affect the (joint and several) obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it has not been reimbursed andbe evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the extent not so appliedAdministrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be held for represented by one or more promissory notes in such form payable to the satisfaction order of the reimbursement obligations of the Borrower for the LC Exposure at payee named therein (or, if such timepromissory note is a registered note, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposuresuch payee and its registered assigns), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSECTION 2.09.

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date, (ii) to the Administrative Agent for the account of each Lender having a Competitive Loan outstanding the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan, and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on demand therefor by the date such Swingline Loan is madeLender. In addition, if the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Committed Credit Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s Company's risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. At any time when the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of outstanding Competitive Loans, does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Managing Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Commitment Termination Date and or on the Business Day specified in any notice delivered by the Managing Administrative Agent referred to in Section 2.08(d), (ii) to the Managing Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan and (iii) to each Swingline Lender the then unpaid principal amount of each any Swingline Loan not later than seven days after owing to such Swingline Lender on the maturity date applicable to such Swingline Loan. Upon receipt of any payment or prepayment by a Swingline Lender from the Borrower on account of the principal amount of a Swingline Loan, such Swingline Lender shall provide written notice to the Managing Administrative Agent of the date and amount of such Swingline Loan is madepayment or prepayment. In addition, if the total Credit Exposures exceeds the Total CommitmentNotwithstanding clause (i) above, the Borrower shall pay may, upon written notice to the Managing Administrative Agent for and the account of each Lender an aggregate Lenders given at least three Business Days prior to the Commitment Termination Date, extend the date upon which the principal amount of Committed the Revolving Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment outstanding as of the outstanding Committed Loans and/or Swingline Loans does not cause Commitment Termination Date will be due and payable to the total Credit Exposures, Term-Out Maturity Date. If the Borrower gives notice to be equal to or less than the Total CommitmentManaging Administrative Agent in accordance with the preceding sentence, the Borrower hereby agrees that the outstanding principal balance of each Revolving Loan outstanding on the Commitment Termination Date shall deposit in an account with be payable on the Administrative Agent Term-Out Maturity Date. From and after the Commitment Termination Date, any Revolving Loans for which the Borrower has elected the Term-Out Maturity Date shall consist entirely of Alternate Base Rate Loans and Eurodollar Loans, and any such Revolving Loans which consist of Federal Funds Rate Loans on the Commitment Termination Date shall automatically be converted into Alternate Base Rate Loans in the name absence of a conversion on such date into Eurodollar Loans. It is understood that, whether or not the Administrative Agent and for Term-Out Maturity Date is selected, (x) the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit Commitments shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned automatically terminate on the investment of such deposit Commitment Termination Date and (which investments shall y) no maturity date for any Competitive Loan or Swingline Loan may be made at extended beyond the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTermination Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A Term Lender the then unpaid principal amount of each Committed Tranche A Term Loan on the Tranche A Term Loan Maturity Date and (ii) Date. The Borrower hereby unconditionally promises to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Tranche B Term Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Tranche B Term Loan on the Tranche B Term Loan Maturity Date. The Borrower hereby unconditionally promises to cause the total Credit Exposures not pay to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Tranche B II Term Lender the Obligations then unpaid principal amount of each Tranche B II Term Loan on the Borrower under this Agreement and the other Tranche B II Term Loan DocumentsMaturity Date. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B III Term Lender the then unpaid principal amount of each Tranche B III Term Loan on the Tranche B III Term Loan Maturity Date. The Borrower hereby unconditionally promises to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, pay to the extent not so applied, shall be held Administrative Agent for the satisfaction account of each Tranche B 2019 Term Lender the reimbursement obligations then unpaid principal amount of each Tranche B 2019 Term Loan on the Tranche B 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the LC Exposure at account of each Tranche B 2016 Term Lender (i) on the last day of each September, December, March and June, beginning with December 31, 2012, and ending with the last such time, or if the maturity of the Loans has been accelerated (but subject day to occur prior to the consent of the Lenders with LC Exposure representing greater than 51Tranche B 2016 Term Loan Maturity Date, an amount for each such date equal to 0.25% of the total LC Exposure)aggregate principal amount of each Tranche B 2016 Term Loan outstanding on the Fourth Amendment Effective Date and (ii) the then unpaid principal amount of each Tranche B 2016 Term Loan on the Tranche B 2016 Term Loan Maturity Date, be applied to satisfy other obligations provided that the scheduled repayments of the Borrower under this Agreement Tranche B 2016 Term Loan set forth in clauses (i) and the other Loan Documents. At (ii) above shall be reduced in connection with any time when the sum voluntary or mandatory prepayments of the total Credit Exposures does not exceed Tranche B 2016 Term Loans in accordance with Section 2.05(f). The Borrower hereby unconditionally promises to pay to the Total Commitment and so long as no Default under Section 7.01(b) or Event Administrative Agent for the account of Default shall each Tranche B-II 2019 Term Lender the then exist, upon the request of the Borrower the unpaid principal amount of such deposit (each Tranche B-II 2019 Term Loan on the Tranche B-II 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the extent not applied as aforesaid) shall be returned to Administrative Agent for the Borrower within three Business Days after receipt account of such requesteach Tranche B-III 2019 Term Lender the then unpaid principal amount of each Tranche B-III 2019 Term Loan on the Tranche B-III 2019 Term Loan Maturity Date.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is madeDate. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The (i) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Applicable Agent for the account accounts of each Lender the applicable Lenders the then unpaid principal amount of each Committed Loan on Borrowing of such Borrower no later than the applicable Maturity Date Date; and (ii) each Borrower hereby unconditionally promises to the pay to each Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days made by such Swingline Lender on the earlier of the Revolving Facility Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least five (5) Business Days after such Swingline Loan is made, provided that on each date that a Revolving Borrowing is made to a Borrower, such Borrower shall repay all Swingline Loans then outstanding to such Borrower; provided, further, that so long as the conditions for a Borrowing have been satisfied, a Borrower may use Revolving Borrowing proceeds to repay a Swingline Loan. In additionEach Borrower agrees to repay the principal amount of each Loan made to such Borrower and the accrued interest thereon in the currency of such Loan. The Company shall repay the Initial Term A Loans on the last Business Day of each February, May, August and November to occur during the term of this Agreement (commencing on the applicable day of the first full fiscal quarter of the Company after the Effective Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the total Credit Exposures exceeds the Total Commitmentimmediately preceding Business Day (each such date being referred to as an “Initial Term A Loan Installment Date”), the Borrower shall pay to the Administrative Agent for the account of each Lender in an aggregate principal amount of Committed such Initial Term A Loans or Swingline Loans sufficient equal to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment (i) 1.25% of the outstanding Committed aggregate principal amount of such Initial Term A Loans and/or Swingline incurred on the Effective Date on each Initial Term A Loan Installment Date during the first, second and third years after the Effective Date, (ii) 1.875% of the aggregate principal amount of such Initial Term A Loans does not cause incurred on the total Credit Exposures, to be equal to or less than Effective Date on each Initial Term A Loan Installment Date during the Total Commitment, fourth year after the Borrower shall deposit in an account with Effective Date and thereafter until the Administrative Agent Initial Term A Facility Maturity Date and (iii) in the name case of such payment due on the Administrative Agent and for the benefit of the LendersInitial Term A Facility Maturity Date, an amount in cash equal to the then unpaid principal amount by which of such Initial Term A Loans outstanding. The Company shall repay principal of outstanding Initial U.S. Term B Loans on the total Credit Exposures exceeds last Business Day of each February, May, August and November to occur during the Total Commitment, which cash deposit shall be held by term of this Agreement (commencing on the Administrative Agent for the payment applicable day of the Obligations first full fiscal quarter of the Borrower under this Agreement Company after the Effective Date) and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment Initial U.S. Term B Facility Maturity Date or, if any such date is not a Business Day, on the immediately preceding Business Day (each such date being referred to as an “Initial U.S. Term B Loan Installment Date”), in an aggregate principal amount of such deposit Initial U.S. Term B Loans equal to (which investments shall be made at A) in the option and sole discretion case of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, quarterly payments due prior to the extent not so appliedInitial U.S. Term B Facility Maturity Date, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject an amount equal to the consent of the Lenders with LC Exposure representing greater than 510.25% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the aggregate principal amount of such deposit Initial U.S. Term B Loans incurred on the Effective Date, and (B) in the case of such payment due on the Initial U.S. Term B Facility Maturity Date, an amount equal to the extent then unpaid principal amount of such Initial U.S. Term B Loans outstanding. The Luxembourg Borrower shall repay principal of outstanding Initial Euro Term B Loans on the last Business Day of each February, May, August and November to occur during the term of this Agreement (commencing on the applicable day of the first full fiscal quarter of the Company after the Effective Date) and on the Initial Euro Term B Facility Maturity Date or, if any such date is not applied a Business Day, on the immediately preceding Business Day (each such date being referred to as aforesaidan “Initial Euro Term B Loan Installment Date”), in an aggregate principal amount of such Initial Euro Term B Loans equal to (A) shall be returned in the case of quarterly payments due prior to the Borrower within three Business Days after receipt Initial Euro Term B Facility Maturity Date, an amount equal to 0.25% of the aggregate principal amount of such requestInitial Euro Term B Loans incurred on the Effective Date, and (B) in the case of such payment due on the Initial Euro Term B Facility Maturity Date, an amount equal to the then unpaid principal amount of such Initial Euro Term B Loans outstanding. In the event that any Other Term Loans are made, the applicable Borrower shall repay such Other Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment (each such date being referred to as an “Other Term Loan Installment Date”).

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises shall repay to pay (i) the Administrative Agent, for the benefit of the applicable Lenders, on the applicable Term Loan Maturity Date, the then-outstanding applicable Term Loans, in Dollars. The Borrower shall repay to the Administrative Agent for the account benefit of each Lender the applicable Lenders, on the applicable Revolving Credit Maturity Date, the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) outstanding applicable Revolving Credit Loans made to the Swingline Lender Borrower, in the then unpaid principal amount of each Swingline Loan not later than seven days after the date currency in which such Swingline Loan is madeRevolving Credit Loans are denominated. In addition, if the total Credit Exposures exceeds the Total Commitment, the The Borrower shall pay repay to the Administrative Agent Agent, in Dollars, for the account of the Swingline Lender, on the Swingline Maturity Date, the then-outstanding Swingline Loans. (b) [reserved]. (c) In the event that any additional New Term Loans are made, such additional New Term Loans shall, subject to Section 2.14(d), be repaid by the Borrower in the amounts (each, a “New Term Loan Repayment Amount”) and on the dates set forth in the applicable Joinder Agreement. -63- (d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement. (e) The Administrative Agent shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, whether such Loan is a Term Loan, Revolving Credit Loan or Swingline Loan, as applicable, the Class and Type of each Loan made, the currency in which made and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender an aggregate principal or the Swingline Lender hereunder and (iii) the amount of Committed Loans or Swingline Loans sufficient any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof. (f) The entries made in the Register and accounts and subaccounts maintained pursuant to cause clauses (d) and (e) of this Section 2.5 shall, to the total Credit Exposures not to exceed extent permitted by applicable law, be prima facie evidence of the Total Commitmentexistence and amounts of the obligations of the Borrower therein recorded; provided, however, if that the repayment failure of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to any Lender or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed andmaintain such account, to the extent not so appliedsuch Register or such subaccount, as applicable, or any error therein, shall be held for not in any manner affect the satisfaction of the reimbursement obligations obligation of the Borrower for the LC Exposure at such time, or if the maturity of to repay (with applicable interest) the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned made to the Borrower within three Business Days after receipt by such Lender in accordance with the terms of such request.this Agreement. 2.6

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally agreeshereby promises to pay repaypay to the Administrative Agent, for the benefit of the applicable Lenders, (i) on the Initial Maturity Date, the then outstanding Initial Loans, (ii) on the relevant maturity date for any Extension Series of Extended Commitments, all then outstanding Extended Loans in respect of such Extension Series and (iii) on the Swingline Maturity Date, the then outstanding Swingline Loans. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office from time to time, including the amounts of principal and interest payable and paid to such lending office from time to time under this Agreement. (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder (whether such Loan is an Initial Loan, an Extended Loan or Swingline Loan, as applicable), the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender or the Swingline Lender hereunder and (iii) the amount of any sum received by the Administrative Agent for hereunder from the account of Borrower and each Lender Lender’s share thereof. (d) The entries made in the then unpaid principal amount of each Committed Loan on the Maturity Date Register and accounts and subaccounts maintained pursuant to clauses (b) and (iic) of this Section 2.5 shall, to the Swingline Lender extent permitted by applicable Requirements of Law, be prima facie evidence of the then unpaid principal amount existence and amounts of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, obligations of the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitmenttherein recorded; provided, however, if that the repayment failure of any Lender or the 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 the outstanding Committed Borrower to repay (with applicable interest) the Loans and/or Swingline made to the Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Lender may request that Loans does not cause made by it be evidenced by a promissory note substantially in the total Credit Exposures, to be equal to or less than the Total Commitmentform of Exhibit H-1 hereto. In such event, the Borrower shall deposit execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 13.6) be represented by one or more promissory notes in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal such form payable to the amount by which the total Credit Exposures exceeds the Total Commitmentpayee named therein (or, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement if such promissory note is a registered note, to such payee and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.2.6

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than on the date that is seven (7) days after the date such funding thereof by the Swingline Loan is madeLender. In addition, if the sum of the total Credit Exposures exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the sum of the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, Exposures to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the sum of the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Company under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the BorrowerCompany’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each such Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Company under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three (3) Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) The Parent Borrowers hereby jointly and severally unconditionally promise to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each relevant Revolving Lender an aggregate the then unpaid principal amount of Committed each Revolving Loan of such Lender made to the Parent Borrowers on the Revolving Termination Date (or such earlier date on which the Revolving Loans or Swingline Loans sufficient become due and payable pursuant to cause Section 10); provided that each such Loan that is a Revolving Offshore Loan shall, unless continued for a subsequent Interest Period in accordance with subsection 5.6, be due and payable on the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment last day of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit ExposuresInterest Period applicable thereto, (ii) each Subsidiary Borrower hereby unconditionally promises to be equal pay to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each relevant Revolving Lender the then unpaid principal amount of each Revolving Loan of such Lender made to such Subsidiary Borrower on the Revolving Termination Date (or such earlier date on which the Revolving Loans become due and payable pursuant to Section 10); provided that each such Loan that is a Revolving Offshore Loan shall, unless continued for a subsequent Interest Period in accordance with subsection 5.6, be due and payable on the last day of the Obligations of Interest Period applicable thereto, (iii) the Borrower under this Agreement Parent Borrowers hereby jointly and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by severally unconditionally promise to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of the Swing Line Loans on the Revolving Termination Date (or such earlier date on which the Revolving Loans become due and payable pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed andSection 10), and (iv) the Parent Borrowers hereby jointly and severally unconditionally promise to pay to the extent not so applied, shall be held Administrative Agent for the satisfaction account of each relevant Term Lender the principal amount of the reimbursement obligations Term Loans of such Lender, in consecutive quarterly installments, payable on the Borrower for last day of each March, June, September and December, commencing on September 30, 1997, each such installment to be in an amount equal to such Lender's Term Commitment Percentage of (A) in the LC Exposure at such timecase of any payments due in March, June or if the maturity September of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51any year, 20% of the total LC Exposure)45 39 amount set forth below opposite the year in which such date occurs and (B) in the case of any payment due in December of any year, be applied to satisfy other obligations 40% of the Borrower under this Agreement and amount set forth below opposite the other Loan Documents. At any time when year in which such date occurs (or the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the unpaid principal amount of such deposit Term Loans, on the date that the Term Loans become due and payable pursuant to Section 10), provided that (to x) the extent not applied as aforesaid) payments due in September and December 1997 shall be returned in an amount equal to such Lender's Term Commitment Percentage of 50% of the Borrower within three Business Days after receipt amount set forth below for 1997 (as adjusted pursuant to clause (z) below), (y) the payment due in March 2003 shall be in an amount equal to such Lender's Term Commitment Percentage of 100% of the amount set forth below for 2003 (as adjusted pursuant to clause (z) below) and (z) in the event that the Second Drawdown Date does not occur, each amount set forth below shall be reduced by multiplying such request.amount times a fraction the numerator of which is the aggregate initial principal amount of all Term Loans made on the Closing Date and the denominator of which is the initial Aggregate Term Commitment: Year Amount ---- ------ 1997 $27,500,000 1998 58,750,000 1999 65,000,000 2000 68,750,000 2001 71,250,000 2002 84,583,300 2003 24,166,700

Repayment of Loans; Evidence of Debt. (a) The Term Facility Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan the Loans on the Maturity Date Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Term Facility Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, currency and Type thereof and the Interest Period (if any) applicable thereto, (ii) to the Swingline Lender the then unpaid principal amount of any principal or interest due and payable or to become due and payable from the Term Facility Borrower to each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender an aggregate principal amount Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment this Section shall be prima facie evidence of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name existence and amounts of the Administrative Agent and for obligations recorded therein; provided that the benefit failure of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (Lender or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has maintain such accounts or any error therein shall not been reimbursed in any manner affect the obligation of the Term Facility Borrower to repay the Loans in accordance with the terms of this Agreement and, provided, further, that in the event of any conflict between the entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section and the extent not so appliedentries in the Register maintained pursuant to Section 9.04(b)(iv), the entries in the Register shall control. (e) Any Lender may request that Loans made by it be held for evidenced by a promissory note. In such event, the satisfaction Term Facility Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in the form of Exhibit B hereto or such other form approved by the reimbursement obligations of the Borrower for the LC Exposure at such timeAdministrative Agent. Thereafter, or if the maturity of the Loans has been accelerated evidenced by such promissory note and interest thereon shall at all times (but subject including after assignment pursuant to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), Section 9.04) be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documentsrepresented by one or more promissory notes in such form. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.SECTION 2.08

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the BorrowerCompany’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each such Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) The Borrowers hereby jointly and severally unconditionally promise to repay the outstanding principal amount of the Initial Term A Loans funded on the Amendment No. 2 Closing Date and any Delayed Draw Term A Loans to the Administrative Agent for the account of each Initialapplicable Term A Lender (i) on the then unpaid last Business Day of each April, July, October and January prior to the Initial Term A Loan Maturity Date (each such date being referred to as a “Term A Loan Installment Date”), in the principal amount set forth below for such Term A Loan Installment Date (as such payment may be reduced from time to time as a result of each Committed Loan on the Maturity Date application of prepayments in accordance with Section 2.11 and/or any repurchase in accordance with Section 9.05(f) or increased as a result of any increase in the amount of such Initial Term A Loans pursuant to Section 2.22(a) or in connection with the funding of any Delayed Draw Term A Loans), and (ii) on the Initial Term A Loan Maturity Date, in an amount equal to the Swingline Lender remainder of the then unpaid principal amount of the Initial Term A Loans outstanding on such date, together in each Swingline Loan not later than seven days after case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such Swingline Loan is madepayment. In additionNotwithstanding the foregoing, if from the total Credit Exposures exceeds the Total Commitmentdate of funding any Delayed Draw Term A Loans, the Borrower amount set forth above in clause (i) shall pay be increased to an amount necessary to cause the Administrative Agent for relevant Delayed Draw Term A Loans to be entitled to scheduled amortization payments representing the account same percentage of each Lender an aggregate the principal amount of Committed such Delayed Draw Term A Loans or Swingline as the amortization percentage that is applicable to then outstanding Term A Loans sufficient prior to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment Borrowing of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposuresrelevant Delayed Draw Term A Loan, to it being understood that (A) such amendment will be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied effected immediately upon written notice thereof by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, the Administrative Borrower and (B) no such amendment shall result in the decrease of the amortization applicable to any Initial Term Loans outstanding prior to the extent not so applied, shall be held for the satisfaction Borrowing of the reimbursement obligations relevant Delayed Draw Term A Loan. TERM A LOAN INSTALLMENT DATE PRINCIPAL AMOUNT Last Business Day of the Borrower for the LC Exposure at such time, or if the maturity April 2019 $ 0 Last Business Day of the Loans has been accelerated (but subject to the consent July 2019 $ 0 Last Business Day of the Lenders with LC Exposure representing greater than 51% October 2019 $ 0 Last Business Day of the total LC Exposure), be applied to satisfy other obligations January 20182020 $ 6,250,0000 Last Business Day of the Borrower under this Agreement and the other Loan Documents. At any time when the sum April 20182020 $ 6,250,00014,375,000 Last Business Day of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event July 20182020 $ 6,250,00014,375,000 Last Business Day of Default shall then exist, upon the request October 20182020 $ 6,250,00014,375,000 Last Business Day of the Borrower the amount January 20192021 $ 12,500,00014,375,000 Last Business Day of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three April 20192021 $ 12,500,00021,562,500 Last Business Days after receipt Day of such request.July 20192021 $ 12,500,00021,562,500 Last Business Day of October 20192021 $ 12,500,00021,562,500 TERM A LOAN INSTALLMENT DATE PRINCIPAL AMOUNT Last Business Day of January 20202022 $ 18,750,00021,562,500 Last Business Day of April 20202022 $ 18,750,00028,750,000 Last Business Day of July 20202022 $ 18,750,00028,750,000 Last Business Day of October 20202022 $ 18,750,00028,750,000 Last Business Day of January 20212023 $ 25,000,00028,750,000 Last Business Day of ril 20212023 $ 25,000,00028,750,000 Last Business Day of July 20212023 $ 25,000,00028,750,000 Last Business Day of October 20212023 $ 25,000,00028,750,000 Last Business Day of January 20222024 $ 25,000,00028,750,000 Last Business Day of April 2022Maturity Date $ 25,000,000776,250,000 Last Business Day of July 2022 $ 25,000,000

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate the then unpaid principal amount of Committed Loans each Term Loan of such Lender as provided in Section 2.10. (b) Each Lender shall maintain in accordance with its usual practice an account or Swingline Loans sufficient to cause accounts evidencing the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment indebtedness of the outstanding Committed Loans and/or Swingline Loans does not cause Borrower to such Lender resulting from each Loan made by such Xxxxxx, including the total Credit Exposures, amounts of principal and interest payable and paid to be equal such Lender from time to or less than time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the Total Commitmentamount of each Loan made hereunder, the Borrower shall deposit in an account with Class and Type thereof and the Administrative Agent in the name of the Administrative Agent and for the benefit of the LendersInterest Period applicable thereto, an amount in cash equal to (ii) the amount by which of any principal or interest due and payable or to become due and payable from the total Credit Exposures exceeds Borrower to each Lender hereunder and (iii) the Total Commitment, which cash deposit shall be held amount of any sum received by the Administrative Agent hereunder for the payment account of the Obligations Lenders and each Xxxxxx’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be conclusive absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower under to pay any amounts due hereunder in accordance with the terms of this Agreement Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied accounts maintained by the Administrative Agent pursuant to reimburse paragraph (c) of this Section shall control. (e) The Term Loans made by each Issuing Bank for LC Disbursements for Term Lender shall, at the request of such Term Lender, be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit E-2, dated as of (i) the Closing Date, (ii) the date such Term Loan was made or (iii) the effective date of an Assignment and Assumption pursuant to Section 9.04(b), payable to such Term Lender and otherwise duly completed. The Revolving Loans made by each Revolving Lender shall, at the request of such Revolving Lender, be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit E-1, dated (i) the Closing Date, (ii) the date of effectiveness of any Additional Credit Extension Amendment pursuant to which it has not been reimbursed andthe Revolving Commitment was made or (iii) the effective date of an Assignment and Assumption pursuant to Section 9.04(b), payable to such Revolving Lender in a principal amount as originally in effect and otherwise duly completed . The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the extent not so appliedprincipal thereof, shall be held recorded by such Lender on its books for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such timeits Notes, or if the maturity of the Loans has been accelerated (but subject and, prior to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.any

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan the Term Loans on the Maturity Date Date, unless accelerated sooner pursuant to Article VII. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Xxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is madeBorrower be evidenced by a promissory note. In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay prepare, execute and deliver to the Administrative Agent for the account of each such Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient a promissory note payable to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit such Lender and its registered assigns and in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held a form approved by the Administrative Agent for Agent. Thereafter, the payment of the Obligations of the Borrower under this Agreement Loans evidenced by such promissory note and the other Loan Documents. The Administrative Agent interest thereon shall have exclusive dominion and control, at all times (including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall after assignment pursuant to Section 8.04) be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (represented by one or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate more promissory notes in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, form payable to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement payee named therein and the other Loan Documentsits registered assigns. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSECTION 2.11.

Repayment of Loans; Evidence of Debt. (a) The Borrower and each Co- Borrower hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan to the Borrower or any Co-Borrower on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Term Loan on the Maturity Date of such Lender as provided in Section 2.10 and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made. In addition; provided, if that on each date that a Revolving Facility Borrowing is made by the total Credit Exposures exceeds the Total CommitmentBorrower or any Co-Borrower, the Borrower or such Co-Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the then outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right proceeds of withdrawal, over any such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account Borrowing shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the extent not so applied, shall be held for the satisfaction of the reimbursement obligations Indebtedness of the Borrower or any Co-Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower or any Co-Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section shall be prima facie evidence of the total LC Exposure)existence and amounts of the obligations recorded therein; provided, be applied that the failure of any Lender or the Administrative Agent to satisfy other obligations maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower under or any Co-Borrower to repay the Loans in accordance with the terms of this Agreement Agreement. 89 Doc#: US1:18059326v3 (e) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower and the other Loan Documents. At any time when Co-Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the sum of the total Credit Exposures does not exceed the Total Commitment Administrative Agent and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (reasonably acceptable to the extent not applied as aforesaidBorrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) shall be returned represented by one or more promissory notes in such form payable to the Borrower within three Business Days after receipt of payee named therein (or, if requested by such request.payee, to such payee and its registered assigns). Section 2.10

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date Date, (ii) to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan of such Term Lender as provided in Section 2.10 and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after made by the Swingline Lender on the earlier to occur of (A) the date that is 10 Business Days after such Swingline Loan is made and (B) the Revolving Maturity Date; provided that on each date that a Revolving Loan Borrowing in Dollars is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender an aggregate principal amount Lender’s share thereof and (iv) any cancellation or retirement of Committed Term Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount contemplated by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseSection 9.04(g). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.102 US-DOCS\115047431.4

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A Term Lender the then unpaid principal amount of each Committed Tranche A Term Loan on the Tranche A Term Loan Maturity Date and (ii) Date. The Borrower hereby unconditionally promises to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Tranche B Term Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Tranche B Term Loan on the Tranche B Term Loan Maturity Date. The Borrower hereby unconditionally promises to cause the total Credit Exposures not pay to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Tranche B II Term Lender the Obligations then unpaid principal amount of each Tranche B II Term Loan on the Borrower under this Agreement and the other Tranche B II Term Loan DocumentsMaturity Date. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B III Term Lender the then unpaid principal amount of each Tranche B III Term Loan on the Tranche B III Term Loan Maturity Date. The Borrower hereby unconditionally promises to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, pay to the extent not so applied, shall be held Administrative Agent for the satisfaction account of each Tranche B 2019 Term Lender the reimbursement obligations then unpaid principal amount of each Tranche B 2019 Term Loan on the Tranche B 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the LC Exposure at account of each Tranche B 2016 Term Lender (i) on the last day of each September, December, March and June, beginning with December 31, 2012, and ending with the last such time, or if the maturity of the Loans has been accelerated (but subject day to occur prior to the consent of the Lenders with LC Exposure representing greater than 51Tranche B 2016 Term Loan Maturity Date, an amount for each such date equal to 0.25% of the total LC Exposure)aggregate principal amount of each Tranche B 2016 Term Loan outstanding on the Fourth Amendment Effective Date and (ii) the then unpaid principal amount of each Tranche B 2016 Term Loan on the Tranche B 2016 Term Loan Maturity Date, be applied to satisfy other obligations provided that the scheduled repayments of the Borrower under this Agreement Tranche B 2016 Term Loan set forth in clauses (i) and the other Loan Documents. At (ii) above shall be reduced in connection with any time when the sum voluntary or mandatory prepayments of the total Credit Exposures does not exceed Tranche B 2016 Term Loans in accordance with Section 2.05(f). The Borrower hereby unconditionally promises to pay to the Total Commitment and so long as no Default under Section 7.01(b) or Event Administrative Agent for the account of Default shall each Tranche B-II 2019 Term Lender the then exist, upon the request of the Borrower the unpaid principal amount of such deposit (each Tranche B-II 2019 Term Loan on the Tranche B-II 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the extent not applied as aforesaid) shall be returned Administrative Agent for the account of each Tranche B-III 2019 Term Lender the then unpaid principal amount of each Tranche B-III 2019 Term Loan on the Tranche B-III 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B 2020 Term Lender the then unpaid principal amount of each Tranche B 2020 Term Loan on the Tranche B 2020 Term Loan Maturity Date. The Borrower within three Business Days after receipt hereby unconditionally promises to pay to the Administrative Agent for the account of such requesteach Tranche B 2022 Term Lender the then unpaid principal amount of each Tranche B 2022 Term Loan on the Tranche B 2022 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B-II 2022 Term Lender the then unpaid principal amount of each Tranche B-II 2022 Term Loan on the Tranche B-II 2022 Term Loan Maturity Date.

Repayment of Loans; Evidence of Debt. (a) . (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Tranche A Term Lender the then unpaid principal amount of each Committed Tranche A Term Loan on the Tranche A Term Loan Maturity Date and (ii) Date. The Borrower hereby unconditionally promises to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Tranche B Term Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Tranche B Term Loan on the Tranche B Term Loan Maturity Date. The Borrower hereby unconditionally promises to cause the total Credit Exposures not pay to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Tranche B II Term Lender the Obligations then unpaid principal amount of each Tranche B II Term Loan on the Borrower under this Agreement and the other Tranche B II Term Loan DocumentsMaturity Date. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B III Term Lender the then unpaid principal amount of each Tranche B III Term Loan on the Tranche B III Term Loan Maturity Date. The Borrower hereby unconditionally promises to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, pay to the extent not so applied, shall be held Administrative Agent for the satisfaction account of each Tranche B 2019 Term Lender the reimbursement obligations then unpaid principal amount of each Tranche B 2019 Term Loan on the Tranche B 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the LC Exposure at account of each Tranche B 2016 Term Lender (i) on the last day of each September, December, March and June, beginning with December 31, 2012, and ending with the last such time, or if the maturity of the Loans has been accelerated (but subject day to occur prior to the consent of the Lenders with LC Exposure representing greater than 51Tranche B 2016 Term Loan Maturity Date, an amount for each such date equal to 0.25% of the total LC Exposure)aggregate principal amount of each Tranche B 2016 Term Loan outstanding on the Fourth Amendment Effective Date and (ii) the then unpaid principal amount of each Tranche B 2016 Term Loan on the Tranche B 2016 Term Loan Maturity Date, be applied to satisfy other obligations provided that the scheduled repayments of the Tranche B 2016 Term Loan set forth in clauses (i) and (ii) above shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche B 2016 Term Loans in accordance with Section 2.05(f). The Borrower under this hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B-II 2019 Term Lender the then unpaid principal amount of each Tranche B-II 2019 Term Loan on the Tranche B-II 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B-III 2019 Term Lender the then unpaid principal amount of each Tranche B-III 2019 Term Loan on the Tranche B-III 2019 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B 2020 Term Lender the then unpaid principal amount of each Tranche B 2020 Term Loan on the Tranche B 2020 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B 2022 Term Lender the then unpaid principal amount of each Tranche B 2022 Term Loan on the Tranche B 2022 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B-II 2022 Term Lender the then unpaid principal amount of each Tranche B-II 2022 Term Loan on the Tranche B-II 2022 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B 2024 Term Lender the then unpaid principal amount of each Tranche B 2024 Term Loan on the Tranche B 2024 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B 2027 Term Lender the then unpaid principal amount of each Tranche B 2027 Term Loan on the Tranche B 2027 Term Loan Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of any applicable Term A Term Lender the then unpaid principal amount of each Term A Term Loan on the applicable Term A Term Loan Maturity Date as set forth in the applicable Term A Term Loan Assumption Agreement and any other amounts as set forth in the other applicable Term A Term Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestAssumption Agreement.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on the earlier of the Revolving Maturity Date and the date such Swingline Loan is required to be repaid pursuant to Section 2.18; provided that on each date that a Revolving Borrowing is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower then outstanding. Each Lender shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and controlType thereof and the Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraphs (b) or (c) of this Section shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for the LC Exposure at such time, or if the maturity of to repay the Loans has been accelerated (but subject to in accordance with the consent terms of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestAgreement.

Repayment of Loans; Evidence of Debt. (a) The Parent Borrower, each Subsidiary Term Borrower (with respect to Tranche B Term Loans made to such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower (with respect to Foreign Currency Loans made to such Foreign Subsidiary Borrower) hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each Class A Revolving Lender the then unpaid principal amount of each Class A Revolving Loan of such Lender on the Class A Revolving Commitment Termination Date, (B) for the account of each Class B Revolving Lender the then unpaid principal amount of each Class B Revolving Loan of such Lender on the Class B Revolving Commitment Termination Date, (C) for the account of each Class C Revolving Lender the then unpaid principal amount of each Class C Revolving Loan of such Lender on the Class A Revolving Commitment Termination Date and (D) for the account of each Tranche B-1 Lender the then unpaid principal amount of each Tranche B-1 Loan of such Lender on the Class B Revolving Commitment Termination Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Tranche B Term Loan on the Maturity Date of such Lender as provided in Section 2.10 and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Class A Revolving Commitment Termination Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Loan (other than a Foreign Currency Borrowing) is made, the Parent Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the that were outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of date such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestBorrowing was requested.

Repayment of Loans; Evidence of Debt. (aa)(i) The Borrower Borrowers hereby jointly and severally unconditionally promises promise to pay (i) repay the outstanding principal amount of the Initial Term A Loans funded on the Amendment No. 2 Closing Date and any Delayed Draw Term A Loans to the Administrative Agent for the account of each applicable Term A Lender (i) on the then unpaid last Business Day of each April, July, October and January prior to the Initial Term A Loan Maturity Date (each such date being referred to as a “Initial Term A Loan Installment Date”), in the principal amount set forth below for such Term A Loan Installment Date (as such payment may be reduced from time to time as a result of each Committed Loan on the Maturity Date application of prepayments in accordance with Section 2.11 and/or any repurchase in accordance with Section 9.05(f) or increased as a result of any increase in the amount of such Initial Term A Loans pursuant to Section 2.22(a) or in connection with the funding of any Delayed Draw Term A Loans), and (ii) on the Initial Term A Loan Maturity Date, in an amount equal to the Swingline Lender remainder of the then unpaid principal amount of the Initial Term A Loans outstanding on such date, together in each Swingline Loan not later than seven days after case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such Swingline Loan is madepayment. In additionNotwithstanding the foregoing, if from the total Credit Exposures exceeds the Total Commitmentdate of funding any Delayed Draw Term A Loans, the Borrower amount set forth above in clause (i) shall pay be increased to an amount necessary to cause the Administrative Agent for relevant Delayed Draw Term A Loans to be entitled to scheduled amortization payments representing the account same percentage of each Lender an aggregate the principal amount of Committed such Delayed Draw Term A Loans or Swingline as the amortization percentage that is applicable to then outstanding Term A Loans sufficient prior to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment Borrowing of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposuresrelevant Delayed Draw Term A Loan, to it being understood that (A) such amendment will be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied effected immediately upon written notice thereof by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, the Administrative Borrower and (B) no such amendment shall result in the decrease of the amortization applicable to any Initial Term Loans outstanding prior to the extent not so applied, shall be held for the satisfaction Borrowing of the reimbursement obligations relevant Delayed Draw Term A Loan. INITIAL TERM A LOAN INSTALLMENT DATE PRINCIPAL AMOUNT Last Business Day of the Borrower for the LC Exposure at such time, or if the maturity April 2021 $ 2,448,614.87 Last Business Day of the Loans has been accelerated (but subject to the consent July 2021 $ 3,698,614.87 Last Business Day of the Lenders with LC Exposure representing greater than 51% October 2021 $ 3,698,614.87 Last Business Day of the total LC Exposure), be applied to satisfy other obligations January 2022 $ 3,698,614.87 Last Business Day of the Borrower under this Agreement and the other Loan Documents. At any time when the sum April 2022 $4,931,486.49 Last Business Day of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event July 2022 $ 4,931,486.49 Last Business Day of Default shall then exist, upon the request October 2022 $ 4,931,486.49 Last Business Day of the Borrower the amount January 2023 $ 4,931,486.49 Last Business Day of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three April 2023 $ 4,931,486.49 Last Business Days after receipt Day of such request.July 2023 $ 4,931,486.49 Last Business Day of October 2023 $ 4,931,486.49 Last Business Day of January 2024 $ 4,931,486.49 Maturity Date $ 144,263,108.20

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and Date, (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Term Loan of such Lender as provided in Section 2.10, and (iii) to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of each Lender the then unpaid principal amount of each Tranche A Term Loan of such Lender on the Tranche A Term Maturity Date, (iv) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender on the Tranche B Term Maturity Date, and (v) to the Administrative Agent for the account of the Obligations Swing Line Lender the then unpaid principal amount of each Swing Loan made by the Swing Line Lender on the Swing Loan Maturity Date for such Swing Loan; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swing Loans that were outstanding on the date such Revolving Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Xxxxxx, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall have exclusive dominion maintain in the Register, in addition to (and controlwithout duplication of) the information described in Section 9.04(b)(iv)Section 9.04(b)(iv), including accounts in which it shall record (i) the exclusive right amount of withdrawaleach Loan made hereunder, over such account other than the Class and Type thereof and the Interest Period and, in the case of a Swing Loan, the Swing Loan Maturity Date applicable thereto, (ii) the amount of any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Xxxxxx’s share thereof. (d) The entries made in the accounts maintained in the Register pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraph (c) of this Section 2.09 shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for to pay any amounts due hereunder in accordance with the LC Exposure at such time, or if terms of this Agreement. In the maturity event of any inconsistency between the Loans has been accelerated (but subject entries made pursuant to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.paragraphs

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay pay, without regard to any rights of setoff or counterclaim, (i) to the U.S. Administrative Agent for the account of each U.S. $ Revolving Lender the then unpaid principal amount of each Committed U.S. $ Revolving Loan of such Lender on the earlier of the date of termination of the U.S. $ Revolving Commitments and the Revolving Maturity Date and Date, (ii) to the U.S. Administrative Agent for the account of each Additional Revolving Lender the then unpaid principal amount of each Additional Revolving Loan of such Lender on the earlier of the date of termination of the Additional Revolving Commitment and the Revolving Maturity Date, (iii) to the U.S. Administrative Agent for the account of each Term Loan Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10, (iv) to the U.S. Swingline Lender the then unpaid principal amount of each U.S. $ Swingline Loan not later than seven days after on the earliest of the date such Swingline Loan is made. In additionof termination of the U.S. $ Revolving Commitments and the Revolving Maturity Date, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay (v) to the Canadian Administrative Agent for the account of each C $ Revolving Lender an aggregate the then unpaid principal amount of Committed Loans or each C $ Revolving Loan of such Lender on the earlier of the date of termination of the C $ Revolving Commitments and the Revolving Maturity Date and (vi) to the Canadian Swingline Lender the then unpaid principal amount of each C $ Swingline Loan on the earliest of the date of termination of the C $ Revolving Commitments and the Revolving Maturity Date, provided that (A) on each date that a U.S. $ Revolving Borrowing is made, the U.S. Borrower shall repay all U.S. $ Swingline Loans sufficient to cause then outstanding and (B) on each date that a C $ Revolving Borrowing is made, the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Canadian Borrower shall repay all C $ Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestoutstanding.

Repayment of Loans; Evidence of Debt. (a%3) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent (i) for the account of each Lender the then unpaid principal amount of each Committed Loan of such Lender (other than Incremental Revolving Loans and Extended Revolving Loans), which in the case of (A) the Initial Revolving Loans, shall be repaid on the Initial Maturity Date and (B) the Swing Line Loans, shall be repaid on the earlier of the first Maturity Date after the making thereof and the fifth Business Day after such Swing Line Loan is made (provided that on each such date that a Revolving Borrowing is made, the Borrowers shall repay all Swing Line Loans that are outstanding on the date such Borrowing is requested), (ii) to for the Swingline Lender account of each Additional Incremental Lender, the then unpaid principal amount of any Incremental Revolving Loans made by each Swingline Additional Incremental Lender (A) in the currency in which the relevant Incremental Revolving Loan not later than seven days after the date such Swingline Loan is was made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay subject to the Administrative Agent requirements of Section 2.5 and (B) to the extent not previously paid, which shall be due and payable on the Initial Maturity Date and (iii) for the account of each Lender an aggregate applicable Lender, the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; providedany Extended Revolving Loan of such Lender, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit (1) in an account accordance with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lendersrelevant Extension, an amount in cash equal subject to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment requirements of the Obligations of the Borrower under this Agreement Section 4.24 and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent2) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so appliedpreviously paid, which shall be held for due and payable on the satisfaction Maturity Date applicable to such Extended Revolving Loan as provided in the relevant Extension, or, in each of clauses (i) through (iii) above, the then unpaid principal amount of any or all (or a portion thereof) of the reimbursement obligations Initial Revolving Loans, Swing Line Loans, Incremental Revolving Loans or Extended Revolving Loans, on the date that any or all (or a portion thereof) of the Borrower for Initial Revolving Loans, Swing Line Loans, Incremental Revolving Loans or Extended Revolving Loans, as applicable, become due and payable pursuant to Section 9. The Borrowers hereby further agree to pay interest on the LC Exposure at such time, or if the maturity unpaid principal amount of the Loans has been accelerated (but subject from time to time outstanding from the consent of date hereof until payment in full thereof at the Lenders with LC Exposure representing greater than 51% of rates per annum, and on the total LC Exposure)dates, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under set forth in Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request4.7.

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the ratable account of each applicable Lender under the applicable Tranche, the then unpaid principal amount of each Committed applicable Revolving Loan made to it (and all accrued and unpaid interest thereon) on the applicable Maturity Date and (ii) to the Administrative Agent for the account of the Swingline Lender Lender, the then unpaid principal amount of each Swingline Loan not later than seven on the earlier of the applicable Maturity Date and 7 calendar days after the date such Swingline Loan is made; provided that on each date that a borrowing of Revolving Loans is made, all Swingline Loans then outstanding shall be repaid. If the Credit Exposure in respect of any Tranche at any time exceeds the Aggregate Commitments under such Tranche, the Borrowers shall comply with Section 2.08(a) in respect of such Tranche. All payments or repayments of Loans made pursuant to this Section 2.07(a) shall be made in the Loan Currency in which such Loan is denominated. Unless an Event of Default then exists, the Parent may request (a) within the first 12 months after the Signing Date (the “First Year”) that the Tranche A1 Lenders extend the applicable Maturity Date for an additional 12 months beyond the Tranche A1 Maturity Date to the Tranche A2 Maturity Date by exchanging all or a portion of their applicable Tranche A1 Revolving Loans and/or Tranche A1 Revolving Commitments for Tranche A2 Revolving Loans and/or Tranche A2 Revolving Commitments and (b) within the second 12 months after the Signing Date (the “Second Year”) that the Tranche A2 Lenders extend the applicable Maturity Date for an additional 12 months beyond the Tranche A2 Maturity Date to the Tranche A3 Maturity Date by exchanging all or a portion of their applicable Tranche A2 Revolving Loans or Tranche A2 Revolving Commitments for Tranche A3 Revolving Loans and/or Tranche A3 Revolving Commitments, in each case, by delivery of an Extension Request Notice to the Administrative Agent at least 30 days prior to the end of the First Year, in the case of clause (a), and at least 30 days prior to the end of the Second Year, in the case of clause (b). Any Tranche A1 Lender wishing to extend all or a portion of its Tranche A1 Revolving Commitment (or Tranche A1 Loan) to the Tranche A2 Maturity Date and any Tranche A2 Lender wishing to extend all or a portion of its Tranche A2 Revolving Commitment (or Tranche A2 Loan) to the Tranche A3 Maturity Date, may in its sole discretion deliver an Extension Request Acceptance Notice to the Administrative Agent confirming such extension with respect to all or a portion of its Tranche A1 Revolving Commitment (or Tranche A1 Loan) or Tranche A2 Revolving Commitment (or Tranche A2 Loan), as applicable, on or prior to the last Business Date of the First Year or of the Second Year, as applicable. To the extent (i) any Tranche A1 Lenders deliver such Extension Request Acceptance Notice to the Administrative Agent, all or a portion of such Tranche A1 Lenders’ Tranche A1 Revolving Commitment (or Tranche A1 Loan) shall automatically be deemed (without any further action) a Tranche A2 Revolving Commitment (or Tranche A2 Loan) of the same Lender who shall from such date be classified as a Tranche A2 Lender in respect of such Tranche A2 Revolving Commitment (or Tranche A2 Loan) and (ii) any Tranche A2 Lenders deliver such Extension Request Acceptance Notice to the Administrative Agent, all or a portion of such Tranche A2 Lenders’ Tranche A2 Revolving Commitment (or Tranche A2 Loan) shall automatically be deemed (without any further action) a Tranche A3 Revolving Commitment (or Tranche A3 Loan) of the same Lender who shall from such date be classified as a Tranche A3 Lender in respect of such Tranche A3 Revolving Commitment (or Tranche A3 Loan). For the avoidance of doubt, it being understood that any such extension shall be at the sole discretion of each Lender acting on its own and shall only apply to Loans or Commitments of Lenders that deliver an Extension Request Acceptance Notice. Any Tranche A Lender that does not so deliver an Extension Request Acceptance Notice shall be referred to as a “Non-Extending Lender”. In additionconnection with any such extension, if to the total Credit Exposures exceeds extent any Borrower qualifies as a “legal entity customer” under the Total CommitmentBeneficial Ownership Regulation, then, upon the reasonable request of the Administrative Agent or any Lender, the Borrower shall pay deliver to the Administrative Agent for and any such Lender a Beneficial Ownership Certification prior to the account effectiveness of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient such extension in form and substance reasonably satisfactory to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over any such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestLender.

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Managing Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan with respect to such Borrower, on the Maturity Commitment Termination Date and or on the Business Day specified in any notice delivered by the Managing Administrative Agent referred to in Section 2.08(d), (ii) to the Managing Administrative Agent for the account of each applicable Lender the then unpaid principal amount of each Competitive Loan with respect to such Borrower, on the last day of the Interest Period applicable to such Loan and (iii) to each Swingline Lender the then unpaid principal amount of each any Swingline Loan not later than seven days after the date with respect to such Borrower, owing to such Swingline Loan is madeLender on the maturity date applicable to such Swingline Loan. In addition, if Upon receipt of any payment or prepayment by a Swingline Lender from the total Credit Exposures exceeds the Total Commitment, the relevant Borrower shall pay to the Administrative Agent for the on account of each Lender an aggregate the principal amount of Committed Loans or a Swingline Loans sufficient Loan, such Swingline Lender shall provide written notice to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment Managing Administrative Agent of the date and amount of such payment or prepayment. Notwithstanding clause (i) above, a Borrower may, upon written notice to the Managing Administrative Agent and each of the Lenders given at least three Business Days prior to the Commitment Termination Date, extend the date upon which the principal amount of the Revolving Loans outstanding Committed Loans and/or Swingline Loans does not cause to it as of the total Credit Exposures, Commitment Termination Date will be due and payable to be equal the Term-Out Maturity Date. If a Borrower gives notice to or less than the Total Commitment, the Borrower shall deposit in an account with the Managing Administrative Agent in accordance with the name preceding sentence, such Borrower hereby agrees that the outstanding principal balance of each Revolving Loan to it outstanding on the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit Commitment Termination Date shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned payable on the investment Term-Out Maturity Date. From and after the Commitment Termination Date, any Revolving Loans for which a Borrower has elected the Term-Out Maturity Date shall consist entirely of such deposit (which investments shall be made at the option Alternate Base Rate Loans and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuingEurodollar Loans, and any such Revolving Loans which consist of Federal Funds Rate Loans on the Commitment Termination Date shall automatically be converted into Alternate Base Rate Loans in any event at the Borrower’s risk and expense). Interest or profits, if any, absence of a conversion on such investments date into Eurodollar Loans. It is understood that, whether or not the Term-Out Maturity Date is selected, (x) the Commitments shall accumulate in such account. Moneys in such account shall automatically terminate on the Commitment Termination Date and (y) no maturity date for any Competitive Loan or Swingline Loan may be applied by extended beyond the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestTermination Date.

Repayment of Loans; Evidence of Debt. (ac) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Borrowing is made, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower then outstanding. Each Lender shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and controlType thereof and the Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraph (b) or (c) of this Section shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for to repay the LC Exposure Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such time, or if form payable to the maturity order of the Loans has been accelerated payee named therein (but subject or, if such promissory note is a registered note, to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposuresuch payee and its registered assigns), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent (i) for the account of each Lender the then unpaid principal amount of each Committed Loan of such Lender (other than AMERICAS 94977503 Incremental Revolving Loans and Extended Revolving Loans), which in the case of (A) the Initial Revolving Loans, shall be repaid on the Initial Maturity Date and (B) the Swing Line Loans, shall be repaid on the earlier of the first Maturity Date after the making thereof and the fifth Business Day after such Swing Line Loan is made (provided that on each such date that a Revolving Borrowing is made, the Borrowers shall repay all Swing Line Loans that are outstanding on the date such Borrowing is requested), (ii) to for the Swingline Lender account of each Additional Incremental Lender, the then unpaid principal amount of any Incremental Revolving Loans made by each Swingline Additional Incremental Lender (A) in the currency in which the relevant Incremental Revolving Loan not later than seven days after the date such Swingline Loan is was made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay subject to the Administrative Agent requirements of Section 2.5 and (B) to the extent not previously paid, which shall be due and payable on the Initial Maturity Date and (iii) for the account of each Lender an aggregate applicable Lender, the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; providedany Extended Revolving Loan of such Lender, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit (1) in an account accordance with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lendersrelevant Extension, an amount in cash equal subject to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment requirements of the Obligations of the Borrower under this Agreement Section 4.24 and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent2) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so appliedpreviously paid, which shall be held for due and payable on the satisfaction Maturity Date applicable to such Extended Revolving Loan as provided in the relevant Extension, or, in each of clauses (i) through (iii) above, the then unpaid principal amount of any or all (or a portion thereof) of the reimbursement obligations Initial Revolving Loans, Swing Line Loans, Incremental Revolving Loans or Extended Revolving Loans, on the date that any or all (or a portion thereof) of the Borrower for Initial Revolving Loans, Swing Line Loans, Incremental Revolving Loans or Extended Revolving Loans, as applicable, become due and payable pursuant to Section 9. The Borrowers hereby further agree to pay interest on the LC Exposure at such time, or if the maturity unpaid principal amount of the Loans has been accelerated (but subject from time to time outstanding from the consent of date hereof until payment in full thereof at the Lenders with LC Exposure representing greater than 51% of rates per annum, and on the total LC Exposure)dates, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under set forth in Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request4.7.

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date, (ii) to the Administrative Agent for the account of each Lender having a Competitive Loan outstanding the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan, and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on demand therefor by the date such Swingline Loan is madeLender. In addition, if the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Committed Credit Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Company under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s Company's risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each such Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Company for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Company under this Agreement and the other Loan Documents. At any time when the sum of the total Committed Credit Exposures Exposures, plus the aggregate principal amount of outstanding Competitive Loans, does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Revolving Credit Maturity Date and Date. (iib) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to the Swingline Lender resulting from each Loan made by the then unpaid Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. (c) The Lender shall maintain accounts in which it shall record (i) the amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitmentmade hereunder, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement Type thereof and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profitsPeriod applicable thereto, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to the Lender hereunder and (iii) the amount of any sum received by the Administrative Agent Lender hereunder. (d) The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which paragraph (b) or (c) of this Section shall be, absent manifest error, prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (e) The Lender may request that Loans made by it has not been reimbursed andbe evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to the Lender a promissory note payable to the Lender (or, if requested by the Lender, to the extent not so appliedLender and its registered assigns) and in a form approved by the Lender. Thereafter, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement evidenced by such promissory note and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.interest

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate the then unpaid principal amount of Committed Loans each Term Loan of such Lender as provided in Section 2.10. (b) Each Lender shall maintain in accordance with its usual practice an account or Swingline Loans sufficient to cause accounts evidencing the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment indebtedness of the outstanding Committed Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall control. (e) Any Lender may request through the Administrative Agent that Loans and/or Swingline Loans does not cause the total Credit Exposures, to of any Class made by it be equal to or less than the Total Commitmentevidenced by a promissory note. In such event, the Borrower shall deposit execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in an account with the Administrative Agent in the name of a form provided by the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held approved by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan DocumentsBorrower. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.SECTION 2.10

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) of the Loan Agreement and is entitled to the Administrative Agent benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in Section 1.01 (Definitions) of the Loan Agreement. This Note is made in connection with and is secured by, among other instruments, the provisions of the Security Documents. Reference is hereby made to the Loan Agreement and the Security Documents for the account provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note. The principal amount hereof is payable in accordance with the Loan Agreement, and such principal amount may be prepaid along with any Applicable Prepayment Premium, where applicable, solely in accordance with the Loan Agreement. Borrower authorizes the Lender to record on the schedule annexed to this Note the date and amount of each Loan made by the Lender and each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the then accuracy of the matters noted. Borrower further authorizes the Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid principal amount of each Committed Loan the Loans. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the Maturity Date unpaid and (ii) to the Swingline Lender the then unpaid outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of each Swingline interest and at the times set forth in the Loan not later than seven days after Agreement, and Borrower agrees to pay any Applicable Prepayment Premium, other fees and costs as stated in the date such Swingline Loan is made. In additionAgreement at the times specified in, if the total Credit Exposures exceeds the Total Commitmentand otherwise in accordance with, the Borrower Loan Agreement. If any payment due on this Note becomes due and payable on a date which is not a Business Day, such payment shall pay to be made on the Administrative Agent for next succeeding Business Day, in accordance with the account Loan Agreement. Upon the occurrence of each Lender an aggregate principal amount any one or more Events of Committed Loans Default, all amounts then remaining unpaid on this Note, along with any Applicable Prepayment Premium determined in respect of such amounts, may become or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, be declared to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent immediately due and payable as provided in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Loan Agreement and the other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. The Administrative Agent shall have exclusive dominion Borrower agrees to pay all costs and controlexpenses, including without limitation reasonable attorneys’ fees, incurred in connection with the exclusive right interpretation or enforcement of withdrawalthis Note, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option times specified in, and sole discretion otherwise in accordance with, the Loan Agreement. Except as permitted by the Loan Agreement, this Note or the indebtedness evidenced hereby may not be assigned by Lender to any other Person. Transfer of this Note may be effected only by a surrender of the Administrative Agent, but only in investments rated at least AA Note by Lender and either reissuance of the Note or issuance of a new Note by the Borrower to the new lender. THIS NOTE SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAWS (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseOTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Interest VIVINT SOLAR FINANCING HOLDINGS 2 BORROWER, LLC, a Delaware limited liability company By:________________________ Name: Title: Date Advance Prepayment or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.Repayment Outstanding Balance

Repayment of Loans; Evidence of Debt. (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the ratable account of each applicable Lender under the applicable Tranche, the then unpaid principal amount of each Committed applicable Revolving Loan made to it (and all accrued and unpaid interest thereon) on the applicable Maturity Date and (ii) to the Administrative Agent for the account of the Swingline Lender Lender, the then unpaid principal amount of each Swingline Loan not later than seven on the earlier of the applicable Maturity Date and 7 calendar days after the date such Swingline Loan is made; provided that on each date that a borrowing of Revolving Loans is made, all Swingline Loans then outstanding shall be repaid. If the Credit Exposure in respect of any Tranche at any time exceeds the Aggregate Commitments under such Tranche, the Borrowers shall comply with Section 2.08(a) in respect of such Tranche. All payments or repayments of Loans made pursuant to this Section 2.07(a) shall be made in the Loan Currency in which such Loan is denominated. Unless an Event of Default then exists, the Parent may request (a) within the first 24 months after the Signing Date (the “First Extension Period”) that the Tranche A1 Lenders extend the applicable Maturity Date for an additional 12 months beyond the Tranche A1 Maturity Date to the Tranche A2 Maturity Date by exchanging all or a portion of their applicable Tranche A1 Revolving Loans and/or Tranche A1 Revolving Commitments for Tranche A2 Revolving Loans and/or Tranche A2 Revolving Commitments and (b) within the third 12 months after the Signing Date (the “Second Extension Period”) that the Tranche A2 Lenders extend the applicable Maturity Date for an additional 12 months beyond the Tranche A2 Maturity Date to the Tranche A3 Maturity Date by exchanging all or a portion of their applicable Tranche A2 Revolving Loans or Tranche A2 Revolving Commitments for Tranche A3 Revolving Loans and/or Tranche A3 Revolving Commitments, in each case, by delivery of an Extension Request Notice to the Administrative Agent at least 30 days prior to the end of the First Extension Period, in the case of clause (a), and at least 30 days prior to the end of the Second Extension Period, in the case of clause (b). Any Tranche A1 Lender wishing to extend all or a portion of its Tranche A1 Revolving Commitment (or Tranche A1 Loan) to the Tranche A2 Maturity Date and any Tranche A2 Lender wishing to extend all or a portion of its Tranche A2 Revolving Commitment (or Tranche A2 Loan) to the Tranche A3 Maturity Date, may in its sole discretion deliver an Extension Request Acceptance Notice to the Administrative Agent confirming such extension with respect to all or a portion of its Tranche A1 Revolving Commitment (or Tranche A1 Loan) or Tranche A2 Revolving Commitment (or Tranche A2 Loan), as applicable, on or prior to the last Business Date of the First Extension Period or of the Second Extension Period, as applicable. To the extent (i) any Tranche A1 Lenders deliver such Extension Request Acceptance Notice to the Administrative Agent, all or a portion of such Tranche A1 Lenders’ Tranche A1 Revolving Commitment (or Tranche A1 Loan) shall automatically be deemed (without any further action) a Tranche A2 Revolving Commitment (or Tranche A2 Loan) of the same Lender who shall from such date be classified as a Tranche A2 Lender in respect of such Tranche A2 Revolving Commitment (or Tranche A2 Loan) and (ii) any Tranche A2 Lenders deliver such Extension Request Acceptance Notice to the Administrative Agent, all or a portion of such Tranche A2 Lenders’ Tranche A2 Revolving Commitment (or Tranche A2 Loan) shall automatically be deemed (without any further action) a Tranche A3 Revolving Commitment (or Tranche A3 Loan) of the same Lender who shall from such date be classified as a Tranche A3 Lender in respect of such Tranche A3 Revolving Commitment (or Tranche A3 Loan). For the avoidance of doubt, it being understood that any such extension shall be at the sole discretion of each Lender acting on its own and shall only apply to Loans or Commitments of Lenders that deliver an Extension Request Acceptance Notice. Any Lender that does not so deliver an Extension Request Acceptance Notice shall be referred to as a “Non-Extending Lender”. In additionconnection with any such extension, if to the total Credit Exposures exceeds extent any Borrower qualifies as a “legal entity customer” under the Total CommitmentBeneficial Ownership Regulation, then, upon the reasonable request of the Administrative Agent or any Lender, the Borrower shall pay deliver to the Administrative Agent for and any such Lender a Beneficial Ownership Certification prior to the account effectiveness of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient such extension in form and substance reasonably satisfactory to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over any such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestLender.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date Date. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) to the Swingline Lender the then unpaid principal amount of any principal or interest due and payable or to become due and payable from the Borrower to each Swingline Loan Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not later than seven days after in any manner affect the date such Swingline Loan is madeobligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay prepare, execute and deliver to such Lender a promissory note payable to the Administrative Agent for the account order of each such Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposuresrequested by such Lender, to be equal to or less than the Total Commitment, the Borrower shall deposit such Lender and its registered assigns) and in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held a form approved by the Administrative Agent for Agent. Thereafter, the payment Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the Obligations of the Borrower under this Agreement payee named therein (or, if such promissory note is a registered note, to such payee and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.SECTION 2.08

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender Revolving Lender, the then unpaid principal amount of each Committed Revolving Loan on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Term Loan Lender, the then unpaid principal amount of each Term Loan on the Term Loan Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on ny-11773361177179 the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the date 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Borrowing is made, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower then outstanding. Each Lender shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and controlType, including the exclusive right of withdrawalAgreed Currency, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profitsType and, if anyapplicable, on such investments shall accumulate in such account. Moneys in such account shall be applied Revolving Tranche thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held hereunder for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Lender’s share thereof. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the total LC Exposureexistence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations of the Borrower. Any Lender may request that Loans made by it be evidenced by one or more promissory notes in substantially the forms of Exhibit X-0, Xxxxxxx X-0 xx0, Exhibit D-3 or Exhibit D-4 hereto, as applicable. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to Section 9.04), unless such assignee elects not to receive a Note be applied represented by one or more promissory notes in such form payable to satisfy other obligations the order of the Borrower under this Agreement payee named therein (or, if such promissory note is a registered note, to such payee and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestits registered assigns).

Repayment of Loans; Evidence of Debt. (a) ●. The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then outstanding unpaid principal amount of each Committed Loan the Term Loans and all accrued and unpaid interest thereon and the Exit Fee, shall be due and payable in full on the December 31, 2025 Final Maturity Date and (ii) to the Swingline Date. Each Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations Indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and control, including payable or to become due and payable from the exclusive right Borrower to each Lender hereunder and (iii) the amount of withdrawal, over such any sum received by the Administrative Agent hereunder for the account other than any interest earned on of the investment Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to paragraph (c) or (d) of such deposit (which investments this Section shall be made at prima facie evidence of the option existence and sole discretion amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Term Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event the accounts and records of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent shall control in the absence of manifest error. Any Lender may request that Loans made by it be evidenced by a note. In such event, the Borrower shall execute and deliver to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed andsuch Lender a note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the extent not so applied, Term Loans evidenced by such note and interest thereon shall at all times (including after assignment pursuant to Section 12.07) be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, represented by one or if the maturity of the Loans has been accelerated (but subject more notes payable to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement payee named therein and the other Loan Documentsits registered assigns. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.Interest ●. KL2 3287103.6 ​

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises promise to pay (i) to the First Lien Administrative Agent for the account of each Lender (1) the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and (2) the then unpaid principal amount of each Bridge Loan of such Lender on the Term Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after made by the Swingline Lender on the earlier to occur of (A) the date that is ten (10) Business Days after such Swingline Loan is made and (B) the Revolving Maturity Date; provided that on each date that a Revolving Borrowing is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The First Lien Administrative Agent shall, in connection with the maintenance of the Register in accordance with Section 9.04(b)(iv), maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the First Lien Administrative Agent hereunder for the account of the Lenders and each Lender an aggregate principal amount Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment this Section 2.09 shall be prima facie evidence of the outstanding Committed Loans and/or Swingline Loans does not cause existence and amounts of the total Credit Exposuresobligations recorded therein, to be equal to provided that the failure of any Lender or less than the Total Commitment, the Borrower shall deposit in an account with the First Lien Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations obligation of the Borrower under to pay any amounts due hereunder in accordance with the terms of this Agreement Agreement. In the event of any inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section 2.09, the other Loan Documents. The accounts maintained by the First Lien Administrative Agent pursuant to paragraph (c) of this Section 2.09 shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.-78- [EMEA_ACTIVE 302040156_13]

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Date. Each Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and controlthe Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not been reimbursed and, in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; and provided further that to the extent not so appliedthere is any conflict between the accounts maintained pursuant to paragraph (b) or (c) of this Section and the Register maintained pursuant to Section 11.04, the Register shall control. Any Lender may request that Loans made by it be held for the satisfaction of the reimbursement obligations of evidenced by a promissory note. In such event, the Borrower for shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the LC Exposure at such timeform attached hereto as Exhibit D. Thereafter, or if the maturity of the Loans has been accelerated evidenced by such promissory note and interest thereon shall at all times (but subject including after assignment pursuant to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), Section 11.04) be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) represented by one or Event of Default shall then exist, upon the request of the Borrower the amount of more promissory notes in such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestform.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date Date. (b) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Loan made by the Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. (c) The Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swingline Lender hereunder and (iii) the then unpaid principal amount of each Swingline Loan any sum received by the Lender. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not later than seven days after in any manner affect the date such Swingline Loan is madeobligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) The Lender may request that Loans be evidenced by a promissory note. In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay prepare, execute and deliver to the Administrative Agent for Lender a promissory note payable to the account order of each the Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if requested by the repayment Lender, to Lender and its registered assigns) and in the form of Exhibit A or any other form approved by the Lender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 8.04) be represented by one or more promissory notes in such form payable to the order of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposurespayee named therein (or, if such promissory note is a registered note, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent such payee and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSECTION 2.08.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender with a Commitment the then unpaid principal amount of each Committed Loan such Lender's Revolving Loans on the Maturity Date and (ii) to the Swingline Administrative Agent for the account of the relevant Lender the then unpaid principal amount of each Swingline Competitive Loan on the last day of the Interest Period applicable to such Loan. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not later than seven days after in any manner affect the date such Swingline Loan is madeobligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay prepare, execute and deliver to such Lender a promissory note payable to the Administrative Agent for the account order of each such Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposuresrequested by such Lender, to be equal to or less than the Total Commitment, the Borrower shall deposit such Lender and its registered assigns) and in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held a form approved by the Administrative Agent for Agent. Thereafter, the payment Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the order of the Obligations of the Borrower under this Agreement payee named therein (or, if such promissory note is a registered note, to such payee and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.2.9

Repayment of Loans; Evidence of Debt. (a) The Borrower SSCE hereby unconditionally promises to pay (i) to the Administrative Agent Agent, for the account of each Lender Revolving Lender, the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Credit Maturity Date, (ii) to the Administrative Agent, for the account of (x) each Tranche B Lender and (y) each Incremental Term Lender that shall have made Other Term Loans to SSCE, the then unpaid principal amount of each Tranche B Loan and each such Other Term Loan of such Lender in such amounts and on such dates as provided in Section 2.11, (iii) to the Administrative Agent, for the account of each Revolving (Canadian) Lender that shall have made Revolving (Canadian) Loans to SSCE, the then unpaid principal amount of each such Revolving (Canadian) Loan of such Lender on the Revolving Credit Maturity Date, (iv) to the Administrative Agent, for the account of each Deposit Funded Lender, the then unpaid principal amount of each Deposit Funded Loan of such Lender on the Deposit Funded Maturity Date and (iiv) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on the date such Swingline Loan is madeRevolving Credit Maturity Date. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall SSC Canada hereby unconditionally promises to pay (i) to the Canadian Administrative Agent Agent, for the account of each Revolving (Canadian) Lender an aggregate that shall have made Revolving (Canadian) Loans to SSC Canada, the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment each such Revolving (Canadian) Loan of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned Lender on the investment of such deposit Revolving Credit Maturity Date and (which investments shall be made at the option and sole discretion of ii) to the Administrative Agent, but only in investments rated at least AA for the account of (or equivalentx) by at least one nationally recognized rating agency, unless an Event of Default each Tranche C Lender and (y) each Incremental Term Lender that shall have occurred made Other Term Loans to SSC Canada, the then unpaid principal amount of each Tranche C Loan and be continuing, each such Other Term Loan of such Lender in such amounts and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate dates as provided in such accountSection 2.11. Moneys in such account shall be applied by Except for any B/A Loan (the Administrative Agent to reimburse each Issuing Bank for LC Disbursements compensation for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposureis set forth in Section 2.22), be applied to satisfy other obligations of each Loan shall bear interest from and including the Borrower under this Agreement and date made on the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long outstanding principal balance thereof as no Default under set forth in Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request2.06.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender the then unpaid principal amount of each Committed Term Loan on the Term Loan Maturity Date, (ii) to the Administrative Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Revolving Credit Loan on the Revolving Credit Maturity Date and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Revolving Credit Exposures exceeds the Total Revolving Credit Commitment, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender an aggregate principal amount of Committed Revolving Credit Loans or Swingline Loans sufficient to cause the total Revolving Credit Exposures not to exceed the Total Revolving Credit Commitment; provided, however, if the repayment of the outstanding Committed Revolving Credit Loans and/or Swingline Loans does not cause the total Revolving Credit Exposures, Exposures to be equal to or less than the Total Revolving Credit Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Revolving Credit Exposures exceeds the Total Revolving Credit Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Revolving Credit Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Revolving Credit Exposures does not exceed the Total Revolving Credit Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Maturity Date and the fifth Business Days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Borrowing is made, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the then outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right proceeds of withdrawal, over any such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account Borrowing shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the extent not so applied, shall be held for the satisfaction of the reimbursement obligations indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the total LC Exposure), be applied to satisfy other obligations existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations. (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower under this Agreement shall prepare, execute and deliver to such Lender a promissory note payable to the other Loan Documents. At any time when order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the sum form attached hereto as Exhibit I. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the total Credit Exposures does not exceed the Total Commitment payee named therein (or, if such promissory note is a registered note, to such payee and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestits registered assigns). SECTION 2.11.

Repayment of Loans; Evidence of Debt. (ai) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each applicable Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient to cause each Competitive Loan on the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment last day of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, Interest Period applicable to be equal to or less than the Total Commitment, the Borrower such Loan. Each Lender shall deposit maintain in accordance with its usual practice an account with or accounts evidencing the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and controlType thereof and the Interest Period applicable thereto, including (ii) the exclusive right amount of withdrawal, over such account other than any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraphs (b) and (c) of this Section shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for the LC Exposure at such time, or if the maturity of to repay the Loans has been accelerated (but subject in accordance with the terms of this Agreement. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount order of such deposit Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestAdministrative Agent.

Repayment of Loans; Evidence of Debt. (a) The Borrower Borrowers hereby unconditionally promises promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate Term Loan Lender, the then unpaid principal amount of Committed Loans each Term Loan on the Maturity Date. (a) Each Lender shall maintain in accordance with its usual practice an account or Swingline Loans sufficient to cause accounts evidencing the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment indebtedness of the outstanding Committed Loans and/or Swingline Loans does not cause Borrowers to such Lender resulting from each Loan made by such Lender, including the total Credit Exposures, amounts of principal and interest payable and paid to be equal such Lender from time to or less than time hereunder. (b) The Administrative Agent shall maintain accounts in which it shall record (i) the Total Commitmentamount of each Loan made hereunder, the Borrower shall deposit in an account with Type thereof, and the Administrative Agent in the name of the Administrative Agent and for the benefit of the LendersInterest Period applicable thereto, an amount in cash equal to (ii) the amount by which of any principal or interest due and payable or to become due and payable from the total Credit Exposures exceeds Borrowers to each Lender hereunder and (iii) the Total Commitment, which cash deposit shall be held amount of any sum received by the Administrative Agent hereunder for the payment account of the Lenders and each Lender’s share thereof. (c) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations of the Borrower under this Agreement Borrowers. (d) Any Lender may request that Loans made by it be evidenced by one or more promissory notes in substantially the forms of Exhibit D hereto, as applicable. In such event, the Borrowers shall prepare, execute and deliver to such Lender one or more promissory notes payable to the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment order of such deposit Lender (which investments or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to Section 9.04), unless such assignee elects not to receive a Note, be made at represented by one or more promissory notes in such form payable to the option and sole discretion order of the Administrative Agentpayee named therein (or, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agencyif such promissory note is a registered note, unless an Event of Default shall have occurred to such payee and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request39 SECTION 2.11.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to (i) to the Administrative Agent for the account of each the appropriate Revolving Credit Lender the then unpaid principal amount of each Committed Revolving Credit Loan of such Revolving Credit Lender on the Maturity Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1) and (ii) to the Swingline each Swing Line Lender the then unpaid principal amount of each Swingline Swing Line Loan not later than seven days after of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date such Swingline Loan is madeon which the Loans become due and payable pursuant to Section 8.1). In addition, if The Borrower hereby further agrees to pay interest on the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate unpaid principal amount of Committed the Loans from time to time outstanding from the Effective Date until payment in full thereof, in each case, at the rates per annum, and on the dates, set forth in Section 2.13. (b) Each Lender shall maintain in accordance with its usual practice an account or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment accounts evidencing indebtedness of the outstanding Committed Loans and/or Swingline Loans does not cause Borrower to such Lender resulting from each Loan of such Lender from time to time, including the total amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit Exposures, to be equal to or less than the Total CommitmentLoan made hereunder and any Note evidencing such Revolving Credit Loan, the Borrower shall deposit in an account with the Administrative Agent in the name Type of the Administrative Agent such Revolving Credit Loan and for the benefit of the Lenderseach Interest Period applicable thereto, an amount in cash equal to (ii) the amount by which of any principal or interest due and payable or to become due and payable from the total Borrower to each Revolving Credit Exposures exceeds Lender hereunder and (iii) both the Total Commitment, which cash deposit shall be held amount of any sum received by the Administrative Agent for hereunder from the payment Borrower and each Revolving Credit Xxxxxx’s share thereof. Each Swing Line Lender, on behalf of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated record (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(bi) or Event of Default shall then exist, upon the request of the Borrower the amount of each Swing Line Loan made by such deposit Swing Line Lender hereunder and any Note evidencing such Swing Line Loan, (ii) the amount of any principal or interest due and payable or to the extent not applied as aforesaid) shall be returned to become due and payable from the Borrower within three Business Days after receipt of to such request.Swing Line Lender

Repayment of Loans; Evidence of Debt. 2.2.1 (a) The Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender in the relevant Agreed Currency the then unpaid principal amount of each Committed Loan owing by such Borrower to such Lender on the Maturity Facility Termination Date and (ii) on such other dates and in such other amounts as may be required from time to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is madetime pursuant to this Agreement. In addition, if the total Credit Exposures exceeds the Total Commitment, the Each Borrower shall hereby further agrees to pay to the Administrative Agent for the account of each Lender an aggregate interest in the relevant Agreed Currency on the unpaid principal amount of Committed the Loans owing by such Borrower from time to time outstanding until payment thereof in full at the rates per annum, and on the dates, set forth in Section 2.8. (b)In addition to all other payments of the Loans required hereunder, after any prepayments are made that may be required under the Bridge Facility, the Borrowers shall prepay the Loans by an amount equal to 50% of all Net Cash Proceeds of any Indebtedness for borrowed money incurred at any time after the Effective Date, other than indebtedness permitted by Section 6.10. Such mandatory prepayments shall be applied pro rata to the Advances and shall reduce all Commitments pro rata based on the amount of such prepayment. (c)In addition to all payments of the Advances required hereunder, after any prepayments are made that may be required under the Bridge Facility, the Borrowers shall prepay the Loans by an amount equal to 100% of the Net Cash Proceeds in excess of $15,000,000 in aggregate amount after the Effective Date from the issuance or Swingline other sale of any Capital Stock of the Company or any of its Subsidiaries. Such mandatory prepayments on the Loans sufficient shall be applied pro rata on the Advances and shall reduce all Commitments pro rata based on the amount of such Net Cash Proceeds. (d)In addition to cause all other payments of the total Credit Exposures not to Loans required hereunder, the Borrowers shall prepay the Advances at any time the Advances exceed the Total Commitmentamounts permitted under Section 2.1(c) by an amount equal to or greater than the amount of such excess. (e)The Borrowers shall give the Agent at least three Business Days' irrevocable written notice of each prepayment that the Borrowers expect to make pursuant Sections 2.2.1(b) and (c), in each case specifying the amount of such prepayment and a brief description of the event or events which cause such prepayment to be made. 2.2.2 The books and records of the Agent and of each Lender shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however, if that the repayment failure of any Lender or the Agent to maintain any such books and records or any error therein, shall not in any manner affect the obligation of the outstanding Committed Borrowers to repay (with applicable interest) the Loans and/or Swingline Loans does not cause the total Credit Exposures, made to be equal to or less than the Total Commitment, the Borrower shall deposit such Borrowers by such Lender in an account accordance with the Administrative Agent in the name terms of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan DocumentsAgreement. 2.2.3 The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then existBorrowers agree that, upon the request to the Agent by any Lender, the relevant Borrowers will execute and deliver to such Lender promissory notes of each Borrower evidencing the Borrower the amount Loans of such deposit Lender, substantially in the form of Exhibit D with appropriate insertions as to date, currency and principal amount (each, a "Note"); provided, that the delivery of such Notes shall not be a condition precedent to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.Effective Date. 2.3

Repayment of Loans; Evidence of Debt. (a) The Borrower Company hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date Date, (ii) to the Administrative Agent for the account of each Lender having a Competitive Loan outstanding the then unpaid principal amount of each Competitive Loan on the last day of the Interest Period applicable to such Loan, and (iiiii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after on demand thereof or by the date such Swingline Loan is madeLender. In addition, if the sum of the total Revolving Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, the Borrower Company shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or Swingline Revolving Loans sufficient to cause the sum of the total Revolving Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Revolving Loans does not cause the total Revolving Credit Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, to be equal to or less than the Total Commitment, the Borrower Company shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the sum of the total Revolving Credit Exposures Exposures, plus the aggregate principal amount of the outstanding Competitive Loans, exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s Company=s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower Borrowers for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% 66b% of the total LC Exposure), be applied to satisfy other obligations of the Borrower Borrowers under this Agreement and the other Loan Documents. At any time when the sum of the total Revolving Credit Exposures Exposures, plus the aggregate principal amount of outstanding Competitive Loans, does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower Company the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower Company within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Committed Revolving Loan of such Lender on the Revolving Maturity Date and Date, (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate the then unpaid principal amount of Committed Loans or Swingline Loans sufficient each Term Loan of such Lender as provided in Section 2.10. and (iii) to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment account of the Obligations Swing Line Lender the then unpaid principal amount of each Swing Loan made by the Swing Line Lender on the Swing Loan Maturity Date for such Swing Loan; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swing Loans that were outstanding on the date such Revolving Borrowing was requested. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under this Agreement to such Lender resulting from each Loan made by such Xxxxxx, including the amounts of principal and the other Loan Documentsinterest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall have exclusive dominion maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and controlType thereof and the Interest Period and, including in the exclusive right case of withdrawala Swing Loan, over such account other than the Swing Loan Maturity Date applicable thereto, (ii) the amount of any principal or interest earned on due and payable or to become due and payable from the investment Borrower to each Lender hereunder and (iii) the amount of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, paragraph (b) or (c) of this Section 2.09 shall be held for the satisfaction prima facie evidence of the reimbursement existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.pay any

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Paying Agent for the account of each Lender the then unpaid principal amount of each Committed the Tranche A Loans, the Tranche B Loan and the Tranche [B]C Loan on the Maturity Date Termination Date. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Tranche A Loan, Tranche B Loan or Tranche [B]C Loan, as the case may be, made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Paying Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) to the Swingline Lender the then unpaid principal amount of any principal or interest due and payable or to become due and payable from the Borrower to each Swingline Loan Lender hereunder and (iii) the amount of any sum received by the Paying Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or the Paying Agent to maintain such accounts or any error therein shall not later than seven days after in any manner affect the date such Swingline Loan is madeobligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by it be evidenced by a promissory note. In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay execute and deliver to such Lender a promissory note payable to the Administrative Agent for the account order of each such Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the repayment Paying Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.03) be represented by one or more promissory notes in such form payable to the order of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposurespayee named therein (or, if such promissory note is a registered note, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent such payee and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the account of the Swingline Lender the then unpaid principal amount of each Swingline Loan not later than seven days on the earlier of the Maturity Date and the fifth Business Day after the date such Swingline Loan is made. In addition, if the total Credit Exposures exceeds the Total Commitment; provided that on each date that a Revolving Loan is made, the Borrower shall pay to the Administrative Agent for the account of each Lender an aggregate principal amount of Committed Loans or repay all Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however, if the repayment of the then outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposures, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other proceeds of any such Revolving Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expense). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to repay any Swingline Loans outstanding. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the extent not so applied, shall be held for the satisfaction of the reimbursement obligations Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent account of the Lenders with LC Exposure representing greater than 51% and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the total LC Exposure), be applied to satisfy other obligations existence and amounts of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such request.obligations recorded -47-

Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender (a) the then unpaid principal amount of each Committed Revolving Loan on the Maturity Date and (iib) to the Swingline Lender the then unpaid principal amount of each Swingline Term Loan on the Maturity Date. (b) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Loan made by the Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. (c) The Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Lender hereunder and (iii) the amount of any sum received by the Lender. (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be primafacie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not later than seven days after in any manner affect the date such Swingline Loan is madeobligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (e) The Lender may request that Loans be evidenced by a promissory note. In addition, if the total Credit Exposures exceeds the Total Commitmentsuch event, the Borrower shall pay prepare, execute and deliver to the Administrative Agent for Lender a promissory note payable to the account order of each the Lender an aggregate principal amount of Committed Loans or Swingline Loans sufficient to cause the total Credit Exposures not to exceed the Total Commitment; provided, however(or, if requested by the repayment Lender, to Lender and its registered assigns) and in the form of Exhibit A or any other form approved by the Lender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 8.04) be represented by one or more promissory notes in such form payable to the order of the outstanding Committed Loans and/or Swingline Loans does not cause the total Credit Exposurespayee named therein (or, if such promissory note is a registered note, to be equal to or less than the Total Commitment, the Borrower shall deposit in an account with the Administrative Agent in the name of the Administrative Agent such payee and for the benefit of the Lenders, an amount in cash equal to the amount by which the total Credit Exposures exceeds the Total Commitment, which cash deposit shall be held by the Administrative Agent for the payment of the Obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account other than any interest earned on the investment of such deposit (which investments shall be made at the option and sole discretion of the Administrative Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, unless an Event of Default shall have occurred and be continuing, and in any event at the Borrower’s risk and expenseits registered assigns). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time, or if the maturity of the Loans has been accelerated (but subject to the consent of the Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. At any time when the sum of the total Credit Exposures does not exceed the Total Commitment and so long as no Default under Section 7.01(b) or Event of Default shall then exist, upon the request of the Borrower the amount of such deposit (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after receipt of such requestSECTION 2.08.