Common use of Notes Clause in Contracts

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

Notes. Upon request of any Lender or the Swing Line Lender, Borrower agrees that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the Company will benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed an appropriate promissory note or notes substantially in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, form attached hereto as Exhibit D; (ii) all references to Note or Notes in the Company will Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed new Notes (on substantially the same terms and in conformity herewith substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Term Loans made to it replaced by such Term Lendernew Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, (iii) if applicabledestruction, loss or theft of any Notes and the Canadian Borrowers will ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay Borrower after delivery of the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderreplacement Notes.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence (each, a “Revolving Note” and, collectively, the Company’s obligation to pay the principal of“Revolving Notes”), and interest on(ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Term Loans made to it by such Term LenderBorrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Revolving Note issued to evidence their obligation each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Revolving Loan Commitment of such Lender on the date of issuance thereof (or, if issued after the termination of such Revolving Loan Commitment, in an amount equal to the Exposure of the respective Lender), provided that if, because of fluctuations in exchange rates after the date of issuance thereof, the Revolving Note of any Lender would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the Revolving Loans made by such Lender at any time outstanding, the respective Lender may request (and in such case the Borrower shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the Revolving Loans of such Lender outstanding on the date of the issuance of such new Revolving Note, (iv) with respect to each Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Revolving Loan was made, (v) mature on the Revolving Loan Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 2.08 in respect of the Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (expressed in Dollars) equal to the Maximum Swingline Amount and be payable in Dollars in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon (a) At the request of any Lender or Bank, the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving LenderBank shall be evidenced (i) if Term Loans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence (each, a "Term Note" and, collectively, the Company’s obligation to pay the principal of"Term Notes"), and interest on, the Term Loans made to it by such Term Lender, (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) A Term Note issued to evidence their obligation any Bank that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the initial Term Loan Commitment of such Bank and be payable in the principal ofamount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) A Revolving Note issued to any Bank that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or if issued after the termination thereof, in an amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Company will execute Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes (to the extent it has such Notes), endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of US Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each US Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “US Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“US Revolving Notes”), (iiiii) if applicablein the case of US Swingline Loans, by a promissory note duly executed and delivered by each US Borrower substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “US Swingline Note” and, collectively, the Canadian “US Swingline Notes”), (iii) in the case of UK Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each, a “UK Revolving Note” and, collectively, the “UK Revolving Notes”), (iv) in the case of UK Swingline Loans, by a promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, a “UK Swingline Note” and collectively, the “UK Swingline Notes”) and (v) in the case of Canadian Revolving Loans, by a promissory note duly executed and delivered by each Canadian Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, a “Canadian Revolving Note” and, collectively, the “Canadian Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request, obtain, maintain or produce a Note evidencing its Loans to any Borrower shall affect, or in any manner impair, the obligations of any Borrower to pay the principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans respective Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) Each Borrower's obligation to pay the principal of any Lender or and interest on all the Swing Line Lender, Loans made to it by each Bank shall be evidenced: (i) if A Term Loans, by a promissory note (each, an "A Term Note" and, collectively, the Company will execute "A Term Notes") duly executed and deliver to such Revolving Lender a Revolving Facility Note delivered by the U.S. Borrowers, substantially in the form of Exhibit A-1 hereto, each with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, herewith; (ii) if B Term Loans, by a promissory note (each, a "B Term Note" and, collectively, the Company will execute "B Term Notes") duly executed and deliver to such Term Lender a Term Facility Note delivered by the U.S. Borrowers, substantially in the form of Exhibit A-2 hereto, each with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, herewith; (iii) if applicableAcquisition Term Loans, by a promissory note (each, an "Acquisition Term Note" and, collectively, the Canadian Borrowers will execute "Acquisition Term Notes") duly executed and deliver to delivered by the U.S. Borrowers, substantially in the form of Exhibit A-3 hereto, each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and herewith; (iv) if Revolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the Company will execute "Revolving Notes") duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note U.S. Borrowers substantially in the form of Exhibit B-1 hereto, with blanks appropriately completed in conformity herewith herewith; (v) if U.S. Swingline Loans, by a promissory note (each, a "U.S. Swingline Note" and, collectively, the "U.S. Swingline Notes") duly executed and delivered by the U.S. Borrowers substantially in the form of Exhibit B-2 hereto, with blanks appropriately completed in conformity herewith; (vi) if U.K. Swingline Loans, by a promissory note (each, a "U.K. Swingline Note" and, collectively, the "U.K. Swingline Notes") duly executed and delivered by the U.K. Borrower substantially in the form of Exhibit B-3 hereto, with blanks appropriately completed in conformity herewith; and (vii) if Canadian Swingline Loans, by a promissory note (each, a "Canadian Swingline Note" and, collectively, the "Canadian Swingline Notes") duly executed and delivered by each Canadian Borrower substantially in the form of Exhibit B-4 hereto, with blanks appropriately completed in conformity herewith. (b) The A Term Note of the U.S. Borrowers issued to evidence each Bank with an A Term Loan Commitment shall (i) be executed by the Company’s obligation U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to pay the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the A Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the A Term Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final A Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (c) The B Term Note of the U.S. Borrowers issued to each Bank with a B Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the B Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the B Term Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final B Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (d) The Acquisition Term Note of the U.S. Borrowers issued to each Bank with an Acquisition Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such Bank and be dated the Closing Date, (iii) be in a stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the Acquisition Term Loan evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final Acquisition Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (e) The Revolving Note of the U.S. Borrowers issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable in Dollars to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the Revolving Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Revolving Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (f) The U.S. Swingline Note of the U.S. Borrowers issued to each U.S. Swingline Bank shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such U.S. Swingline Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the U.S. Swingline Loan Commitment of such Bank and be payable in Dollars in the principal ofamount of the outstanding U.S. Swingline Loans evidenced thereby, (iv) mature, with respect to each U.S. Swin- gline Loan evidenced thereby, on the Swingline Expiry Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and interest on, (vii) be entitled to the Swing Loans made to it by benefits of this Agreement and the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderapplicable Credit Documents.

Notes. Upon request (a) Subject to the provisions of any Lender or Section 1.05(f), the Swing Line Lender, U.S. Borrower’s (iin the case of Tranche B Term Loans and U.S. Borrower Incremental Term Loans) and the Company will execute Bermuda Borrower’s (in the case of Tranche C Term Loans and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Bermuda Borrower Incremental Term Loans) obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Lender shall be evidenced (i) in the case of Tranche B Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Tranche B Term Note” and, collectively, the “Tranche B Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Tranche C Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Bermuda Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Tranche C Term Note” and, collectively, the Canadian Revolving Loans made to them by such Lender, “Tranche C Term Notes”) and (iviii) in the Company will execute case of Incremental Term Loans, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note applicable Incremental Term Loan Borrower for such Tranche substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) The Tranche B Term Note issued to evidence each Lender with a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed by the CompanyU.S. Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Restatement Effective Date (or, in the case of any Tranche B Term Note issued after the Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date before giving effect to any reductions thereto on such date (or, in the case of any Tranche B Term Note issued after the Restatement Effective Date, in a stated principal amount (expressed in Dollars) equal to the outstanding principal amount of the Tranche B Term Loan of such Lender on the date of the issuance thereof) and be payable (in Dollars) in the principal amount of the Tranche B Term Loan evidenced thereby from time to time, (iv) mature on the Tranche B/C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche C Term Note issued to each Lender with a Tranche C Term Loan Commitment or outstanding Tranche C Term Loans shall (i) be executed by the Bermuda Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Restatement Effective Date (or, in the case of any Tranche C Term Note issued after the Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the sum of the Tranche C Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to any reductions thereto on such date) plus the aggregate principal amount of the Converted Tranche B Term Loan (if any) of such Lender on the Restatement Effective Date (or, in the case of any Tranche C Term Note issued after the Restatement Effective Date, in a stated principal amount (expressed in Dollars) equal to the outstanding principal amount of the Tranche C Term Loan of such Lender on the date of the issuance thereof) and be payable (in Dollars) in the principal amount of the Tranche C Term Loan evidenced thereby from time to time, (iv) mature on the Tranche B/C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Incremental Term Loan Borrower for such Tranche, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount (expressed in Dollars) equal to the Incremental Term Loan Commitment of such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount (expressed in Dollars) equal to the sum of the then remaining amount of the Incremental Term Loan Commitment of such Lender plus the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable (in Dollars) in the principal amount of the Incremental Term Loans evidenced thereby from time to time, (iv) mature on the respective Incremental Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect either Borrower’s obligation obligations in respect of any Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to either Borrower shall affect or in any manner impair the obligations of the respective Borrower to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Credit Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations or endorsements otherwise described in preceding clause (e). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans relevant Borrower shall promptly execute and other deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

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

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 14.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of B-1 Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “B-1 Term Note” and, collectively, the “B-1 Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of B-2 Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “B-2 Term Note” and, collectively, the Canadian “B-2 Term Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the “Swingline Note”). On and after the B-1 Conversion Date, each Lender which has had an increase in outstanding B-1 Term Loans as a result of the B-1 Conversion shall be entitled to evidence receive a new B-1 Term Note evidencing all its then outstanding B-1 Term Loans; provided that if a B-1 Term Note or B-2 Term Note has previously been issued to such Lender, such Lender shall surrender such Note or Notes to the CompanyBorrower or provide it with a customary lost note indemnity. (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) On the Company will Closing Date, Borrower shall execute a promissory note in favor of Agent, for the benefit of Lenders, in the form attached hereto as Exhibit E, and, from time to time, shall execute such other evidence of indebtedness as reasonably requested by Agent for the benefit of all or any Lender solely for the purpose of evidencing the Loan owing or payable to, or to be made by Lenders; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon Agent’s written request, and in any event within ten (10) Business Days of any such request, at no expense to Borrower, Borrower shall execute and deliver to Agent new Notes (on the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such Revolving Lender a Revolving Facility Note with blanks appropriately completed smaller amounts or denominations as Agent shall specify in conformity herewith its sole discretion; provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to evidence the Company’s obligation to pay the principal of, be replaced shall then be deemed no longer outstanding hereunder and interest on, the Revolving Loans made to it replaced by such Revolving Lendernew Notes and returned to Borrower within ten (10) days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, (ii) destruction, loss or theft of any Notes and the Company will ownership thereof, Borrower shall, upon the written request of the holder of such Notes, at no expense to Borrower, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after Agent’s receipt of the replacement Notes; and if such Term Lender a Term Facility Note replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with blanks appropriately completed an indemnity in conformity herewith writing reasonably acceptable to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to save them harmless in respect of such Lender or the Swing Line Lenderreplaced Note.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Term Lender, also be evidenced (iiii) if applicablein the case of an Term B-1 Loan, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Term B-1 Note” and, collectively, the Canadian Revolving Loans made to them by such Lender“Term B-1 Notes”), and (ivii) in the Company will execute case of a Term B-2 Loan, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term B-2 Note” and, collectively, the Swing “Term B-2 Notes”). (b) The Term B-1 Note issued to each requesting Lender with outstanding Term B-1 Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderClosing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term B-1 Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Term B-1 Loans of such Lender at such time) and be payable in the outstanding principal amount of Term B-1 Loans evidenced thereby, (iv) mature on the Maturity Date for Term B-1 Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Term B-2 Note issued to each requesting Lender with outstanding Term B-2 Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term B-2 Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Term B-2 Loans of such Lender at such time) and be payable in the outstanding principal amount of Term B-2 Loans evidenced thereby, (iv) mature on the Maturity Date for Term B-2 Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan under each Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans of the applicable Tranche evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans under any applicable Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans of such Tranche.

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

Notes. Upon request Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of any Lender or the Swing Line LenderSection 6.9(i)), (i) the Company will execute and deliver shall have accepted for purchase all of the G-P 8.875% Notes tendered by the holders thereof pursuant to such Revolving Lender a Revolving Facility Note with blanks appropriately completed the G-P 8.875% Notes Tender Offer and, if any G-P 8.875% Notes have not been tendered in conformity herewith to evidence the Company’s obligation to pay G-P 8.875% Notes Tender Offer or have been withdrawn from the principal ofG-P 8.875% Notes Tender Offer, and interest onif requested by Purchaser, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender shall have delivered a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver redemption notice to the Swing Line Lender a Swing Line Note holders of the G-P 8.875% Notes and the trustee under the G-P 8.875% Notes Indenture concurrent with blanks appropriately completed in conformity herewith the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to evidence satisfy and discharge such indenture as of the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line LenderEffective Time; provided, howeverthat this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the G-P 7 3/8% Notes tendered by the holders thereof pursuant to the G-P 7 3/8% Notes Tender Offer and, if any G-P 7 3/8% Notes have not been tendered in the G-P 7 3/8% Notes Tender Offer or have been withdrawn from the G-P 7 3/8% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the G-P 7 3/8% Notes and the trustee under the G-P 7 3/8% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the decision Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans redemption notice and all certificates, opinions and other amounts owing documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the G-P 9.375% Notes tendered by the holders thereof pursuant to the G-P 9.375% Notes Tender Offer and, if any G-P 9.375% Notes have not been tendered in the G-P 9.375% Notes Tender Offer or have been withdrawn from the G-P 9.375% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the G-P 9.375% Notes and the trustee under the G-P 9.375% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such Borrower indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such Lender redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the G-P 8% Notes tendered by the holders thereof pursuant to the G-P 8% Notes Tender Offer and, if any G-P 8% Notes have not been tendered in the G-P 8% Notes Tender Offer or have been withdrawn from the Swing Line LenderG-P 8% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the G-P 8% Notes and the trustee under the G-P 8% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the Fort ▇▇▇▇▇ 6 7/8% Notes tendered by the holders thereof pursuant to the Fort ▇▇▇▇▇ 6 7/8% Notes Tender Offer and, if any Fort ▇▇▇▇▇ 6 7/8% Notes have not been tendered in the Fort ▇▇▇▇▇ 6 7/8% Notes Tender Offer or have been withdrawn from the Fort ▇▇▇▇▇ 6 7/8% Notes Tender Offer, if requested by Purchaser, Fort ▇▇▇▇▇ shall have delivered a redemption notice to the holders of the Fort ▇▇▇▇▇ 6 7/8% Notes and the trustee under the Fort ▇▇▇▇▇ Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d), to the extent permitted thereunder; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption. If requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the outstanding G-P 7.500% Notes and the trustee under the G-P 7.500% Indenture as contemplated by Section 6.1(d) and deposited the redemption price therefor with the trustee under the G-P 7.500% Indenture pursuant to Section 1105 of the G-P 7.500% Indenture, in each case as of or concurrent with the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to make such deposit with the trustee concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the Fort ▇▇▇▇▇ 9 1/4% Notes and Fort ▇▇▇▇▇ 7 3/4% Notes tendered by the holders thereof pursuant to the Fort ▇▇▇▇▇ 9 1/4% Notes Tender Offer and the Fort ▇▇▇▇▇ 7 3/4% Notes Tender Offer, respectively.

Notes. Upon request If requested by a Lender, the Loans made by such Lender shall be evidenced by a Note, of any Lender or the Swing Line LenderBorrower in substantially the form of Exhibit A-1 in case of a Revolving Loan and in substantially the form of Exhibit A-2 in the case of a Term Loan, dated, (i) in the Company will execute and deliver to such Revolving case of any Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence party hereto as of the Company’s obligation to pay date of this Agreement, as of the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderdate of this Agreement, (ii) in the Company will execute case of any Lender that becomes a party hereto pursuant to an Assignment and deliver Assumption, as of the effective date of the Assignment and Assumption, or (iii) in the case of any Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.06(c) or in connection with a Term Loan Amendment, as of the effective date of such increase or such Term Lender Loan Amendment, in each case, payable in a Term Facility Note with blanks appropriately completed principal amount equal to, in conformity herewith to evidence the Company’s obligation to pay case of a Revolving Lender, its Maximum Credit Amount as in effect on such date, and, in the principal of, and interest on, the Term Loans made to it by such case of any Term Lender, the principal amount of its Term Loans on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount or Term Loans increases or decreases for any reason (iiiwhether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to be delivered, to the extent such Lender is then holding a Note, on the effective date of such increase or decrease, a new Note, payable to such Lender in a principal amount equal to, in the case of a Revolving Lender, its Maximum Credit Amount after giving effect to such increase or decrease, and, in the case of any Term Lender, the principal amount of its Term Loans after giving effect to such increase or decrease, and otherwise duly completed, whereupon such Lender will promptly return to the Borrower the Notes so replaced. The date, amount, Type, interest rate and, if applicable, the Canadian Borrowers will execute and deliver to Interest Period of each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans Loan made to them by such each Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay all payments made on account of the principal ofthereof, and interest on, shall be recorded by such Lender on its books for its Note. Failure to make any such recordation shall not affect any Lender’s or the Swing Borrower’s rights or obligations in respect of such Loans made to it by or affect the Swing Line Lender; provided, however, that the decision validity of any transfer by any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lenderof its Note.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line Effective Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit ▇-▇, ▇-▇ or A-3, as applicable (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), with blanks appropriately completed in conformity herewith appropriate insertions therein as to evidence the Company’s obligation to pay the payee, date and principal ofamount, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to subsection 10.6(b)) by such Lender to the Swing Line LenderBorrower. Each Note shall be payable as provided in subsection 2.2(b) (in the case of Initial Term Loans) or be stated to mature on the applicable Maturity Date (in the case of Revolving Loans) and provide for the payment of interest in accordance with subsection 3.1. (b) The aggregate Initial Term Loans of all Lenders shall be payable in consecutive quarterly installments beginning December 31, 2018 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in subsection 3.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 0.25% of the aggregate initial principal amount of the Initial Term Loans on the Effective Date Initial Term Loan Maturity Date All unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) in the Company will execute and deliver to such Revolving Lender case of Term Loans, by a Revolving Facility Term Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderform of Exhibit A-1, (ii) in the Company will execute and deliver to such Term Lender case of Revolving Loans, by a Term Facility Revolving Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal ofform of Exhibit A-2, and interest on(iii) in the case of the Swingline Loans, by a Swingline Note appropriately completed in substantially the form of Exhibit A-3. (b) Each Term Loans made Note issued to it a Lender with a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Term Lender, (iii) if applicablebe dated as of the Closing Date (or, in the Canadian Borrowers will execute case of a Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and deliver Acceptance), (iv) be in a stated principal amount equal to each Canadian Lender such Lender's Term Loan Commitment (or, in the case of a CDOR Term Note and a Canadian Base Rate Note issued after the Closing Date, in an amount equal to the unpaid principal amount of such Lender's Term Loan), (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of Section 2.8, as the same may be applicable from time to evidence their obligation time to pay the principal of, and interest on, the Canadian Revolving Loans Term Loan made to them by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Revolving Note issued to a Lender with a Revolving Credit Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the Company will execute and deliver provisions of Section 2.8, as the same may be applicable from time to time to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofRevolving Loans made by such Lender, and interest on, (vi) be entitled to all of the Swing Loans made benefits of this Agreement and the other Credit Documents and subject to it the provisions hereof and thereof. (d) The Swingline Note shall (i) be executed by the Swing Line Borrower, (ii) be payable to the order of the Swingline Lender, (iii) be dated as of the Closing Date, (iv) be in a stated principal amount equal to the Swingline Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the decision failure of any Lender to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of a Revolving Loan, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Revolving Note” and, and interest oncollectively, the Term Loans made to it “Revolving Notes”) and (ii) in the case of a Swingline Loan, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each a “Swingline Note” and, collectively, the “Swingline Notes”). (b) The Revolving Note issued to evidence their obligation each requesting Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the respective Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and/or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the requesting Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to, voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of A Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “A Term Note” and, collectively, the “A Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note U.S. Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “B Term Note” and, collectively, the Canadian “B Term Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit B-3-A (in the case of 2016 Revolving Loans) or B-3-B (in the case of 2017 Revolving Loans), and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the Borrowers to pay the principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans respective Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of U.S. Borrower Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “U.S. Borrower Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“U.S. Borrower Revolving Notes”), (iiiii) if applicablein the case of Canadian Borrower Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay (the principal of, and interest on, the “Canadian Borrower Revolving Loans made to them by such LenderNote”), and (iviii) in the Company will execute case of Swingline Loans, by a promissory note duly executed and deliver to delivered by each U.S. Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “U.S. Borrower Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request, obtain, maintain or produce a Note evidencing its Loans to any Borrower shall affect, or in any manner impair, the obligations of any applicable Borrower to pay the principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans applicable Borrower or Borrowers shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if A Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan "A Term Note" and, collectively, the "A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableB Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "B Term Note" and, collectively, the Canadian Revolving Loans made to them "B Term Notes"), (iii) if C Term Loans, by such Lender, a promissory note duly executed and (iv) delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a "C Term Note" and, collectively, the "C Term Notes"), (iv) if Acquisition Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, an "Acquisition Note" and collectively, the "Acquisition Notes"), (v) if A Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an "A Revolving Note" and, collectively, the "A Revolving Notes") and (vi) if B Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-6, with blanks appropriately completed in conformity herewith (each, a "B Revolving Note" and, collectively, the "B Revolving Notes"). (b) The A Term Note issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the principal ofamount of the A Term Loans continued by such Bank on the Third Restatement Effective Date (or, in the case of any A Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the A Term Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of A Term Loans evidenced thereby from time to time, (iv) mature on the A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and interest on, mandatory repayment as provided in Section 3.02 and (vii) be entitled to the Swing Loans made to it benefits of this Agreement and the Guaranties and be secured by the Swing Line Lender; providedSecurity Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, however(ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, that (iii) be in a stated principal amount equal to the decision principal amount of the B Term Loans continued by such Bank on the Third Restatement Effective Date (or, in the case of any Lender B Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the B Term Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of B Term Loans evidenced thereby from time to time, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) The C Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the C Term Loan Commitment of such Bank on the Third Restatement Effective Date (or, in the case of any C Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the C Term Loan of such Bank on the date of the issuance thereof) and be payable in the principal amount of C Term Loans evidenced thereby from time to time, (iv) mature on the C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (e) The Acquisition Note issued to each Bank with an Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the Acquisition Loan Commitment of such Bank (or, in the case of any Acquisition Note issued after the Acquisition Loan Termination Date, in a stated principal amount equal to the outstanding principal amount of the Acquisition Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of the Acquisition Loans evidenced thereby, (iv) mature on the Acquisition Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (f) The A Revolving Note issued to each Bank with an A Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the A Revolving Loan Commitment of such Bank and be payable in the principal amount of the A Revolving Loans evidenced thereby, (iv) mature on the A Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (g) The B Revolving Note issued to each Bank with a B Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the B Revolving Loan Commitment of such Bank and be payable in the principal amount of the B Revolving Loans evidenced thereby, (iv) mature on the B Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (h) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the Swing Line Lender to making of an incorrect notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon Any Lender may request that the Loans to be made by such Lender to the Borrower Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of any Lender the Maximum Commitment or the Swing Line (ii) if payable to a Lender, be in the amount of aggregate Commitments of the applicable Lender; (b) (i) except as provided in the Company will execute and deliver penultimate sentence of this Section 3.01, be payable to Administrative Agent for the account of the Lenders or their registered assigns at the principal office of Administrative Agent or (ii) if requested at such times as there is only one Lender, such Lender or such other administrator or trustee for such Lender as such Lender may designate (or, if requested by such Lender, to such Revolving Lender a Revolving Facility Note and its registered assigns); (c) bear interest in accordance with Section 2.05; (d) be substantially in the form of Exhibit A attached hereto (with blanks appropriately completed in conformity herewith herewith); and (e) be made by the appropriate Borrower Party. The Loans to evidence be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the Company’s obligation amount of the Loans to pay be advanced to such Qualified Borrower; (B)(i) be payable to Administrative Agent for the account of the Lenders or their registered assigns, at the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, office of Administrative Agent or (ii) the Company will execute and deliver if requested at such times as there is only one Lender, such Lender or such other administrator or trustee for such Lender as such Lender may designate in writing (or, if requested by such Lender in writing, to such Term Lender a Term Facility Note and its registered assigns); (C) bear interest in accordance with Section 2.05; (D) be substantially in the form of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, herewith); and interest on, the Term Loans made to it (E) be duly executed by such Term LenderQualified Borrower. Each Borrower Party agrees, from time to time, upon the request of Administrative Agent, to reissue new Notes to Administrative Agent (iiior such Lender in accordance with the next sentence and Section 12.11) if applicable, in substitution for the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender or in the Swing Line amount of that Lender’s Commitments and, if necessary, issue a replacement Note to Administrative Agent and each applicable Lender, such that all Notes then outstanding collectively provide for the Maximum Commitment. Any issuance of a Note to a Lender shall be pursuant to this Section 3.01.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if A Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan "A Term Note" and, collectively, the "A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableB Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "B Term Note" and, collectively, the Canadian Revolving Loans made to them "B Term Notes"), (iii) if Acquisition Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the from of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each an "Acquisition Note" and collectively, the "Acquisition Notes"), and (iv) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The A Term Note issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the A Term Loan Commitment of such Bank on the Restatement Effective Date and be payable in the principal ofamount of the A Term Loans evidenced thereby, (iv) mature on the A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and interest on, mandatory repayment as provided in Section 3.02 and (vii) be entitled to the Swing Loans made to it benefits of this Agreement and the Guaranties and be secured by the Swing Line Lender; providedSecurity Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, however(ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, that (iii) be in a stated principal amount equal to the decision B Term Loan made by such Bank on the Restatement Effective Date and be payable in the principal amount of the B Term Loan evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) The Acquisition Note issued to each Bank with an Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Acquisition Loan Commitment of such Bank and be payable in the principal amount of the Acquisition Loans evidenced thereby, (iv) mature on the Acquisition Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (e) The Revolving Note issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the Swing Line Lender to making of an incorrect notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Lender shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Lender shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Lender and be dated the Effective Date, (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal of, and interest on, amount of the Canadian Revolving Loans made to them by such Lenderevidenced thereby, and (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo and be dated the Effective Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and interest on, (vi) be entitled to the Swing Loans benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender or of its Notes endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicablein respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date and, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date and deliver (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. 1004254246v19 (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the Swing Line Lender respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term 1004254246v19 Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any Lender or outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Swing Line Lender to Tranche C Term Loans shall be repaid in full on the Tranche C Term Loan Maturity Date (or, if such day is not request a Note Business Day, on the immediately preceding Business Day). (e) The unpaid aggregate principal amount of the Tranche D Term Loans shall be repaid in no way detract from any Borrower’s obligation to repay full on the Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Tranche E Term Loans and other amounts owing by shall be repaid in full on the Tranche E Term Loan Maturity Date (or, if such Borrower to day is not a Business Day, on the immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be repaid in full on the Tranche F Term Loan Maturity Date (or, if such Lender or day is not a Business Day, on the Swing Line Lender.immediately preceding Business Day). 1004254246v19

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

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

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line LenderClosing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (iin the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans), the Eighth Amendment Closing Date (in the case of requests relating to the Tranche G Term Loans), the Tenth Amendment Closing Date (in the case of requests relating to the Tranche H Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such ▇▇▇▇▇▇’s Loan, the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicablein respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date, (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date, (ix) in respect of Tranche G Term Loans shall be dated the Eighth Amendment Closing Date and deliver (x) in respect of Tranche H Term Loans shall be dated the Tenth Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the Swing Line Lender respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any Lender or outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Swing Line Lender to Tranche C Term Loans shall be repaid in full on the Tranche C Term Loan Maturity Date (or, if such day is not request a Note Business Day, on the immediately preceding Business Day). (e) The unpaid aggregate principal amount of the Tranche D Term Loans shall be repaid in no way detract from any Borrower’s obligation to repay full on the Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Tranche E Term Loans and other amounts owing by shall be repaid in full on the Tranche E Term Loan Maturity Date (or, if such Borrower to day is not a Business Day, on the immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be repaid in full on the Tranche F Term Loan Maturity Date (or, if such Lender or day is not a Business Day, on the Swing Line Lenderimmediately preceding Business Day). (h) The unpaid aggregate principal amount of the Tranche G Term Loans shall be repaid in full on the Tranche G Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (i) The unpaid aggregate principal amount of the Tranche H Term Loans shall be repaid in full on the Tranche H Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day).

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) in the Company will execute and deliver to such Revolving Lender case of Tranche A-1 Term Loans, by a Revolving Facility Tranche A-1 of Term Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderform of Exhibit A-1, (ii) in the Company will execute and deliver to such case of Tranche A-2 Term Lender Loans, by a Tranche A-2 Term Facility Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay form of Exhibit A-2, (iii) in the principal ofcase of Tranche B Term Loans, by a Tranche B Term Note appropriately completed in substantially the form of Exhibit A-3, and interest on(iv) in the case of Revolving Loans, by a Revolving Credit Note appropriately completed in substantially the form of Exhibit A-4. (b) Each Tranche A Term Loans made Note issued to it a Tranche A Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Term Lender, (iii) if applicablebe dated in the case of the Tranche A-1 Note as of the Closing Date and, in the Canadian Borrowers will execute and deliver case of the Tranche A-2 Note, as of the Acquisition Closing Date, (iv) be in a stated principal amount equal to, in the case of the Tranche A-1 Note, two-thirds of such Lender's Tranche A Commitment, and, in the case of the Tranche A-2 Note, one-third of such Lender's Tranche A Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith time to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans Tranche A Term Loan made to them by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Tranche B Term Note issued to a Tranche B Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Acquisition Closing Date, (iv) be in a stated principal amount equal to such Lender's Tranche B Commitment, (v) bear interest in accordance with the Company will execute and deliver provisions of Section 2.8, as the same may be applicable from time to time to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofTranche B Term Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Revolving Credit Note issued to a Revolving Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date, (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest onin accordance with the provisions of Section 2.8, as the Swing same may be applicable to the Revolving Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the Swing Line Lenderevent of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the decision failure of any Lender to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon request The principal of and interest on the Class A Notes and any Lender or Issuer Derivative Payments which are paid on a parity with interest on the Swing Line Lender, (i) the Company will execute and deliver Class A Notes are payable on a superior basis to such Revolving Lender payments on the Class B Notes and any Issuer Derivative Payments which are paid on a Revolving Facility Note parity with blanks appropriately completed in conformity herewith to evidence interest on the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line LenderClass B Notes; provided, however, that current principal and interest may be paid on the decision Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the Indenture. Except as provided in the Indenture, principal allocated to pay the Class A Notes will be use to provide for payment of the Class A-1 Notes, then to provide for payment of the Class A-2 Notes, then to provide for payment of the Class A-3 Notes, then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and Class A-5c Notes, and then, on a pro rata basis to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the Indenture, thereunder; and for the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to the restrictions specified in the Indenture, this note is transferable on the note register kept for that purpose by the Indenture Trustee, as registrar, upon surrender of this note for transfer at the designated corporate trust office of the Indenture Trustee, duly endorsed by, or accompanied by a written instrument of transfer, in form satisfactory to the Indenture Trustee duly executed by, the Registered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. Notwithstanding the foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this note for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any such agent shall be affected by notice to the contrary. To the extent permitted by the Indenture, modifications or alterations of the Indenture and any supplemental indenture may be made with the consent of less than all of the Registered Owners of the Series 2004-2 Notes then outstanding or without the consent of any Lender of such Registered Owners (by reason of a change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the Swing Line Lender maturity date, Stated Maturity, amount, Quarterly Distribution Date, or rate of interest on any outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not have the right to demand payment of this note or any interest hereon out of funds raised or to be raised by taxation. Any capitalized term used herein and not request a Note otherwise defined herein shall in no way detract from any Borrower’s obligation to repay have the Loans and other amounts owing by such Borrower same meaning ascribed to such Lender or term in the Swing Line LenderIndenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Nebraska to happen, exist, and be performed precedent to and in the issuance of this note, and the passage of said resolution and the execution of said Indenture, have happened, exist and have been performed as so required.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.17 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it "Revolving Notes") and (ii) in the case of Swingline Loans, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date (or, if issued to an Eligible Transferee after the Restatement Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and Borrower shall (ivat its expense) the Company will promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed or Notes in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request Each Tranche A-1 Loan shall be evidenced by a Tranche A-1 Note (which qualifies as a ▇▇▇▇▇▇ under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (ii) each Tranche A-2 Loan shall be evidenced by a Tranche A-2 Note (which qualifies as a ▇▇▇▇▇▇ under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (iii) each Tranche B-1 Loan shall be evidenced by a Tranche B-1 Note, executed by Ultimate Holdings as issuer; (iv) each Tranche B-2 Loan shall be evidenced by a Tranche B-2 Note, executed by Ultimate Holdings as issuer; (v) each Tranche C Loan shall be evidenced by a Tranche C Note, executed by Ultimate Holdings as issuer; (vi) each Tranche D Loan shall be evidenced by a Tranche D Note, executed by Ultimate Holdings as issuer; and (vii) each Tranche E Loan shall be evidenced by a Tranche E Note, executed by Ultimate Holdings as issuer. The Notes shall be delivered to each Lender for the benefit of such Lender on or before the Closing Date (or with respect to Tranche E Notes, on or before the Amendment No. 1 Effective Date), appropriately completed. Each Loan and interest thereon shall at all times (including after assignment pursuant to Section 15.6) be represented by one or more Notes in such form payable to the payee named therein. Each Lender shall be entitled to have its Notes substituted, exchanged or subdivided for Notes of lesser denominations in connection with a permitted assignment of all or any portion of such Lender’s Loans and Notes pursuant to Section 15.6. In case of theft, partial or complete destruction or mutilation of any Note, the relevant Lender or shall be entitled to request to the Swing Line LenderBorrowers, and the Borrowers shall promptly (ibut in any event within ten days of such notice) the Company will execute and deliver to such Revolving Lender in lieu thereof a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence new Note, dated the Company’s obligation to pay same date as the principal oflost, and interest onstolen, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender destructed or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lendermutilated Note.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in conformity herewith a principal amount equal to evidence the Company’s obligation to pay unpaid principal amount of the principal of, and interest on, the Revolving applicable Loans made (or acquired by assignment pursuant to it Section 11.6(b)) by such Revolving LenderLender to the Borrower. Each Note (i) in respect of Initial Term Loans shall be dated the Closing Date, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the respect of Tranche B Refinancing Term Loans made to it by such Term Lendershall be dated the First Incremental Amendment Effective Date, (iii) if applicable, in respect of Tranche B Initial Term Loans shall be dated the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, First Incremental Amendment Closing Date and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Company will execute Tranche B Delayed Draw Closing Date. Each Note shall be payable as provided in Section 2.2(b) or (c), as applicable, and deliver provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the Swing Line Lender respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on December 31, 2013 up to and including the Tranche B Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Swing Line Note with blanks appropriately completed Business Day, on the immediately preceding Business Day) and in conformity herewith to evidence the Company’s obligation to pay the principal ofamounts, and subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest onthereon) opposite the applicable installment dates (or, if less, the Swing aggregate amount of such Tranche B Term Loans made then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to it by the Swing Line Lender; provided, however, that Tranche B Term Loan Maturity Date Prior to the decision First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.outstanding Tranche B Term Loans

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Loans shall be evidenced (i) if Revolving Loans made to it Loans, by such Revolving Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Bank and be dated the Restatement Effective Date (or, in the case of any Revolving Note issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal of, and interest on, amount of the Canadian Revolving Loans made evidenced thereby from time to them by such Lendertime, and (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the Restatement Effective Date (or, in the case of any Swingline Note issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and interest on(vi) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Revolving Loan made by it and each payment in respect thereof and will, prior to any transfer of its Revolving Note, endorse on the Swing reverse side thereof the outstanding principal amount of Revolving Loans made evidenced thereby. Such notation shall be conclusive absent manifest error, although the failure to it by make any such notation shall not affect the Swing Line Lender; provided, however, that the decision Borrower's obligations in respect of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderRevolving Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will The Borrower shall execute and deliver to the Swing Line Lender Agent on the Effective Date the following promissory notes: (i) a Swing Line Note with blanks promissory note substantially in the form of Exhibit B-1 in the principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (such note, including any replacement note therefor issued in conformity herewith to evidence accordance with the Company’s obligation to pay provisions of this Section 2.3(d), the "Tranche A Note"); (ii) a promissory note substantially in the form of Exhibit B-2 in the principal ofamount of Tranche B-1 of the Loan outstanding on the date hereof owing to the Tranche B-1 Lender, dated the Effective Date and interest onotherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-1 Note"); (iii) a promissory note substantially in the form of Exhibit B-3 in the principal amount of Tranche B-2 of the Loan outstanding on the date hereof owing to the Tranche B-2 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-2 Note"); (iv) a promissory note substantially in the form of Exhibit B-4 in the principal amount of Tranche B-3 of the Loan outstanding on the date hereof owing to the Tranche B-3 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-3 Note"); and (v) a promissory note substantially in the form of Exhibit B-5 in the principal amount of Tranche B-4 of the Loan outstanding on the date hereof owing to the Tranche B-4 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-4 Note," and collectively with the Tranche A Note, Tranche B-1 Note, Tranche B-2 Note and Tranche B-3 Note, the Swing Loans "Notes"). Each Note shall be made payable to it by the Swing Line LenderAgent at the office of the Agent; provided, however, provided that at the decision request of any Lender or Lender, the Swing Line Lender to not request Borrower shall execute and deliver a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (or replacement thereof) payable directly to such Lender in the amount of its interest in the Loan. If a Note is mutilated, lost, stolen or destroyed, the Swing Line Borrower shall issue a new Note of the same Tranche in the same principal amount and having the same interest rate, date and maturity as the Note so mutilated, lost, stolen or destroyed endorsed to indicate all payments thereon. In the case of any lost, stolen or destroyed Note, there shall first be furnished to the Borrower and the Board an instrument of indemnity from the Agent (or Lender, as applicable) and evidence of such loss, theft or destruction reasonably satisfactory to each of them. Upon the execution and delivery by the Borrower of the Notes, the promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower for cancellation.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation obligations to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Initial Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each an “Initial Term Note” and, and interest oncollectively, the “Initial Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a “Revolving Note” and, and interest oncollectively, the Canadian “Revolving Loans made to them Notes”), (iii) in the case of Swingline Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (the “Swingline Note”), and (iv) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall (at its expense) promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) The Loans made by each Bank and Local Affiliate and the Letters of any Lender Credit issued by the Issuing Agent shall be evidenced by one or more accounts or records maintained by such Bank or the Swing Line LenderIssuing Agent, (i) as the Company will execute case may be, in the ordinary course of business. The accounts or records maintained by the Issuing Agent and deliver each Bank shall be conclusive in the absence of manifest error as to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith the amount of the Loans made by the Banks to evidence the Borrowers and the Letters of Credit issued for the account of the Company’s , and the interest and payments thereon. Any failure to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to any Loan or any Letter of Credit. (b) Each Borrower's obligation to pay the principal of, and interest on, the Revolving all Loans made by a Bank or its Local Affiliate to it such Borrower shall, upon request by such Bank or its Local Affiliate, be evidenced (i) if Revolving LenderLoans, (ii) the Company will execute by a promissory note duly executed and deliver delivered to such Term Lender a Term Facility Note Bank by such Borrower in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender"Revolving Notes"), (iiiii) if applicableBid Loans, by a promissory note duly executed and delivered to such Bank by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Company in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Bid Note" and, collectively, the Canadian Revolving Loans made to them "Bid Notes"), (iii) if Local Currency Loans, by a promissory note duly executed and delivered by such Lender, and (iv) Borrower to such Bank or its Local Affiliate substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a "Local Currency Note" and, collectively, the "Local Currency Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Company to evidence ABN AMRO substantially in the Company’s obligation to pay form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the principal of"Swingline Note"). (c) Each Bank will, and interest onwill cause its Local Affiliates, if any, to note on its or such Local Affiliate's internal records the Swing Loans amount of each Loan made by it or such Local Affiliate, as the case may be, and each payment and conversion in respect thereof and will prior to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes or such Local Affiliate's Notes, if any, endorse, or cause its Local Affiliates to endorse, on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall in no way detract from affect any Borrower’s obligation to repay the Loans and other amounts owing by 's obligations in respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Tranche A Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Tranche A Term Note" and, and interest oncollectively, the "Tranche A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableTranche B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Tranche B Term Note" and, and interest oncollectively, the Canadian "Tranche B Term Notes"), (iii) if Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence (each a "Revolving Note" and, collectively, the Company’s obligation to pay the principal of"Revolving Notes"), and interest on(iv) if Swingline Loans, the Swing Loans made to it by a promissory note duly executed and delivered by the Swing Line Lender; providedBorrower substantially in the form of Exhibit B-4, howeverwith blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Tranche A Term Note issued to each Lender that has a Tranche A Term Loan Commitment or outstanding Tranche A Term Loans shall (i) be executed by the Borrower, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche A Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Tranche A Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Tranche A Term Loans evidenced thereby, (iv) mature on the Tranche A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Lender that has a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche B Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Tranche B Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) Upon the written request of any Lender or a Bank, the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if Tranche A Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Tranche A Term Note" and, collectively, the "Tranche A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableTranche B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Tranche B Term Note" and, collectively, the Canadian "Tranche B Term Notes"), (iii) if Revolving Loans made to them Loans, by such Lender, a promissory note duly executed and (iv) delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Tranche A Term Note issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche A Term Loan made by such Bank on the Effective Date and be payable in the principal ofamount of Tranche A Term Loans evidenced thereby, (iv) mature on the Tranche A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and interest onEurodollar Loans, as the Swing case may be, evidenced thereby, (vi) be subject to voluntary prepayments as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche B Term Loans made to it by such Bank on the Swing Line Lender; providedEffective Date and be payable in the principal amount of Tranche B Term Loans evidenced thereby, however(iv) mature on the Tranche B Term Loan Maturity Date, that (v) bear interest as provided in the decision appropriate clause of any Lender or Section 1.09 in respect of the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Base Rate Loans and other amounts owing by such Borrower Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to such Lender or the Swing Line Lender.voluntary prepayments as provided in Section 4.01 and mandatory repayment as provided in

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Lender shall be evidenced by (i) in the case of Revolving LenderLoans, (ii) a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it "Revolving Notes") and (ii) in the case of Swingline Loans, a promissory note duly executed and delivered by such Term Lenderthe Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The Revolving Note issued to evidence their obligation each Lender shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Lender and be dated the Effective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal ofamount equal to the Commitment of such Lender and be payable in Dollars in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents (to the extent and in the manner provided herein and therein). (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Company will execute Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and deliver mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Swing Line benefits of this Agreement and the other Credit Documents (to the extent and in the manner provided herein and therein). (d) Each Lender a Swing Line Note with blanks appropriately completed will note on its internal records the amount of each Loan made by it and each payment in conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any (a) The Borrower's obligation to pay the principal of, ----- and interest on, the Loans made to it by each Lender or the Swing Line Lender, shall be evidenced (i) if B Term Loans, by a promissory note substantially in the Company will execute and deliver to such Revolving Lender a Revolving Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "B Term Note" and, collectively, the Revolving Loans made to it by such Revolving Lender"B Term Notes"), (ii) if C Term Loans-Floating Rate, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "C Term Note-Floating Rate" and, collectively, the "C Term Loans made to it by such Term LenderNotes-Floating Rate"), (iii) if applicableC Term Loans-Fixed Rate, by promissory notes substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender form of Exhibit B-3 (the "C Term Notes-Fixed Rate"), (iv) if RF Loans, by a CDOR Note and a Canadian Base Rate Note promissory note substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest onan "RF Note" and, collectively, the Canadian Revolving Loans made to them by such Lender, "RF Notes") and (ivv) if AF Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an "AF Note" and, collectively, the "AF Notes"). (b) The B Term Note issued to evidence each Lender that makes any B Term Loan shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the B Term Commitment of such Lender on the Closing Date (or in the case of a new B Term Note issued pursuant to Section 1.13 or 11.04, the B Term Loans and B Term Commitment then being assigned) and be payable in the principal ofamount of B Term Loans evidenced thereby, (iv) mature on the B Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and interest onEurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The C Term Note-Floating Rate issued to each Lender that makes any C Term Loan-Floating Rate shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the C Term Loans-Floating Rate made by such Lender on the Closing Date (or in the case of a new C Term Note-Floating Rate issued pursuant to Section 1.13 or 11.04, the Swing respective C Term Loans-Floating Rate evidenced thereby at the time of issuance) and be payable in the principal amount of C Term Loans-Floating Rate evidenced thereby, (iv) mature on the C Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans made and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to it mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The C Term Note-Fixed Rate issued to each Lender that makes or acquires any C Term Loan-Fixed Rate shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to the order of such Lender and be dated the Closing Date, that (iii) be in a stated principal amount equal to the decision relevant C Term Loans- Fixed Rate continued by CoBank on the Closing Date (or in the case of a new C Term Note-Fixed Rate issued pursuant to Section 1.13 or 11.04, the respective C Term Loans Fixed Rate evidenced thereby at the time of issuance) and be payable in the principal amount of C Term Loans-Fixed Rate evidenced thereby, (iv) mature on the C Maturity Date, (v) bear interest as provided in Section 1.08(c) in respect of the Fixed Rate Loans evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The RF Note issued to each RF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such RF Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such RF Lender and be payable in the principal amount of the RF Loans evidenced thereby, (iv) mature on the AF/RF Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) The AF Note issued to each AF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such AF Lender and be dated the Initial AF Borrowing Date, (iii) be payable in the principal amount of the AF Loans evidenced thereby, (iv) mature on the AF/RF Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (g) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any Lender or of its Notes, endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Initial Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “Initial Term Note” and, collectively, the “Initial Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them Notes”), (iii) in the case of Swingline Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (the “Swingline Note”), and (iv) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Replacement Term B-1 Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit G-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Replacement Term B-1 Note” and, collectively, the “Replacement Term Loans made to it by such Term LenderB-1 Notes”), (iiiii) if applicablein the case of Replacement Term B-2 Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Replacement Term B-2 Note” and, collectively, the Canadian “Term Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Loan Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) The Borrower's obligation to pay the principal of any Lender and interest on all the Loans made to it by each Bank are or shall be evidenced, as the Swing Line Lendercase may be, (i) in the Company will execute case of Revolving Loans, by a promissory note (each, a "REVOLVING NOTE"), substantially in the form of Exhibit 1.05 (a) (i), duly executed and deliver to such Revolving Lender a Revolving Facility Note delivered by the Borrower, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, herewith; (ii) in the Company will execute case of Acquisition Term Loans, by a promissory note (each, an "ACQUISITION TERM NOTE"), substantially in the form of Exhibit 1.05(a)(ii), duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, herewith; (iii) if applicablein the case of Supplemental Revolving Loans, by a promissory note (each, a "SUPPLEMENTAL REVOLVING NOTE"), substantially in the Canadian Borrowers will execute form of Exhibit 1.05 (a) (iii), duly executed and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note delivered by the Borrower, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, herewith; and (iv) in the Company will execute case of Supplemental Term Loans, by a promissory note (each, a "SUPPLEMENTAL TERM NOTE"), substantially in the form of Exhibit 1.05(a)(iv), duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note Borrower, with blanks appropriately completed in conformity herewith herewith. (b) The Revolving Notes issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal ofamount equal to the Revolving Loan Commitment of such Bank, and be payable in the aggregate principal amount of the outstanding Revolving Loans evidenced thereby, (v) mature, with respect to each Revolving Loan evidenced thereby, on the Revolving Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest onas provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. On the Closing Date, upon delivery of the Revolving Notes, the Swing Existing Revolving Notes shall be returned to the Borrower marked "Canceled". (c) The Acquisition Term Note of the Borrower issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and be payable in the aggregate principal amount of the outstanding Acquisition Term Loans evidenced thereby, (v) mature, with respect to each Acquisition Term Loan evidenced thereby, on the Acquisition Term Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. On the Closing Date, upon delivery of the Acquisition Term Notes, the Existing Acquisition Term Notes shall be returned to the Borrower marked "Canceled". At any time after the Acquisition Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Acquisition Term Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iv) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the aggregate principal amount of the Acquisition Term Loans made by such Bank (or its assignor). (d) The Supplemental Revolving Notes issued to it each Bank shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Supplemental Loan Commitment of such Banks, and be payable in the aggregate principal amount of the Supplemental Revolving Loans evidenced thereby, (v) mature, with respect to each Supplemental Revolving Loan evidenced thereby, on the Supplemental Revolving Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and other applicable Credit Documents. At any time after the Supplemental Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Supplemental Revolving Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iii) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the decision Supplemental Revolving Loan Commitment of such Bank on the Supplemental Term Loan Commitment Termination Date. (e) The Supplemental Term Notes issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Supplemental Loan Commitment of such Bank, and be payable in the aggregate principal amount of the Supplemental Term Loans evidenced thereby, (v) mature, with respect to each Supplemental Term Loan evidenced thereby, on the Supplemental Term Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and other applicable Credit Documents. At any time after the Supplemental Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Supplemental Term Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iv) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the aggregate principal amount of the Supplemental Term Loans made by such Bank (or its assignor). (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any Lender or of its Notes, endorse on the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay reverse side thereof the outstanding principal amount of the Loans and evidenced thereby. Failure to make any such notation shall not affect the obligations of the Borrower or any other amounts owing by Credit Party hereunder or under any other applicable Credit Document in respect of such Borrower to such Lender or the Swing Line LenderLoans.

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

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Term Lender, also be evidenced (iiii) if applicablein the case of a Term B-1 Loan, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a “Term B-1 Note” and, and interest oncollectively, the Canadian Revolving Loans made to them “Term B-1 Notes”), (ii) in the case of a Term B-2 Loan, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Term B-2 Note” and, and interest oncollectively, the Swing Loans made to it “Term B-2 Notes”) and (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Swing Line Lender; providedBorrower substantially in the form of Exhibit B-3 (with such modifications thereto as may be necessary to reflect differing classes of Incremental Term Loans), howeverwith blanks appropriately completed in conformity herewith (each, that an “Incremental Term Note” and, collectively, the decision of any “Incremental Term Notes”). (b) Each Initial Term Note issued to each requesting Lender or with outstanding Initial Term Loans shall (i) be executed by the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower , (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderClosing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Initial Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Maturity Date for Initial Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Incremental Term Note issued to each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Incremental Term Loan Commitment of such Lender on the Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable in the principal amount of the Incremental Term Loans evidenced thereby, (iv) mature on the Maturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 or in the relevant Incremental Term Loan Commitment Agreement in respect of Base Rate Term Loans or LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan under each Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans of the applicable Tranche evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans under any applicable Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans of such Tranche.

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

Notes. Upon request The Loans to be made by Lenders to Borrower hereunder shall be evidenced by promissory notes of any Borrower. Each Note shall: (a) be in the amount of the applicable aggregate Commitments of the applicable Lender or Group; (b) be payable to the Swing Line Lender, order of the Managing Agent for such Lender Group; (ic) bear interest in accordance with the Company will execute and deliver to such Revolving Lender a Revolving Facility Note provisions hereof; (d) be in the form of Exhibit B-1 attached hereto (with blanks appropriately completed in conformity herewith herewith); and (e) be made by the Borrower. The Loans to evidence be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a Qualified Borrower Promissory Note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall: (a) be in the Company’s obligation amount of the applicable aggregate Loans of the applicable Lender Group to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver be advanced to such Term Qualified Borrower; (b) be payable to the order of the Managing Agent for such Lender a Term Facility Note Group; (c) bear interest in accordance with the provisions hereof; (d) be in the form of Exhibit B-2 attached hereto (with blanks appropriately completed in conformity herewith herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower Party agrees, from time to evidence time, upon the Company’s obligation request of Administrative Agent or any applicable Managing Agent, to pay reissue new Notes, in accordance with the principal ofterms and in the form heretofore provided, to any Lender and any Assignee of such Lender in accordance with Section 14.12(b) hereof, in renewal of and substitution for the Note previously issued by such Borrower Party to the Managing Agent for the affected Lender Group, and interest on, such previously issued Notes shall be returned to the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal ofapplicable Borrower Party marked “cancelled”. Each Managing Agent shall, and interest onis hereby authorized to, make a notation on the Canadian Revolving Loans made schedule attached to them by such Lenderthe Note of the date and the amount of each Loan and the date and amount of each payment of principal thereon, and (iv) prior to any transfer of the Company will execute and deliver to Note, such Managing Agent shall endorse the Swing Line Lender a Swing Line outstanding principal amount of the Note with blanks appropriately completed in conformity herewith to evidence on the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lenderschedule attached thereto; provided, however, that failure to make such notation shall not limit or otherwise affect the decision obligations of any Borrower Party hereunder or under such Note to pay when due the aggregate unpaid principal amount of Obligations owing to the applicable Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing Group by such Borrower Party under this Credit Agreement, and to such Lender pay interest on the aggregate unpaid principal amount of Obligations (as so adjusted) and to pay any other amount owing hereunder or the Swing Line Lenderthereunder, in each case as provided herein.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Lender shall be evidenced (i) if Term Loans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term Lender, Notes") and (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to evidence their obligation a Lender shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or in the case of a new Term Note issued pursuant to Section 1.13 or 12.04, the Term Loans evidenced thereby at the time of issuance) and be payable in the principal ofamount of Term Loans evidenced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Revolving Commitment of such Lender and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and interest onLIBOR Loans, as the Swing Loans case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender or of its Notes, endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any (a) The Borrower's obligation to pay the principal ----- of, and interest on, the Loans made to it by each Lender or the Swing Line Lender, shall be evidenced (i) if Tranche A Term Loans, by a promissory note substantially in the Company will execute and deliver to such Revolving Lender a Revolving Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Tranche A Term Note" and, and interest oncollectively, the Revolving Loans made to it by such Revolving Lender"Tranche A Term Notes"), (ii) if Tranche B Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, a "Tranche B Term Note" and interest oncollectively, the "Tranche B Term Loans made to it by such Notes"; together with the Tranche A Term LenderNotes, the "Term Notes"), (iii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Tranche A Term Note issued to evidence each Lender with a Tranche A Term Commitment shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Lender and be dated the Additional Borrowing Date, (iii) be in a stated principal amount equal to (x) the Initial Tranche A Term Loans made by such Lender outstanding on the Additional Borrowing Date plus (y) the ---- Additional Tranche A Term Loans made by such Lender on the Additional Borrowing Date, and be payable in the principal ofamount of Tranche A Term Loans evidenced thereby, (iv) mature on the Tranche A Term Facility Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Lender with a Tranche B Term Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Additional Borrowing Date, (iii) be in a stated principal amount equal to (x) the Initial Tranche B Term Loans made by such Lender outstanding on the Additional Borrowing Date plus (y) the ---- Additional Tranche B Term Loans made by such Lender on the Additional Borrowing Date, and be payable in the principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Facility Final Maturity Date, (v) bear interest onas provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the Swing Loans made case may be, evidenced thereby, (vi) be subject to it mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender with a Revolving Commitment shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, that (iii) be in a stated principal amount equal to the decision Revolving Commitment of any such Lender or and be payable in the Swing Line Lender to not request a Note shall principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Facility Final Maturity Date, (v) bear interest as provided in no way detract from any Borrower’s obligation to repay the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other amounts owing Credit Documents. (e) The Swingline Note issued to Chemical shall (i) be payable to the order of Chemical and be dated the Initial Borrowing Date, (ii) be in a stated principal amount equal to the Swingline Commitment and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby, (iii) mature on the Swingline Expiry Date, (iv) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans evidenced thereby, (v) be subject to mandatory prepayment as provided in Section 4.2 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of its Note, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such Borrower to notation or any error in any such Lender or notation shall not affect the Swing Line LenderBorrower's obligations in respect of such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of U.S. Borrower Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “U.S. Borrower Revolving Note” and, collectively, the Term Loans made to it by such Term Lender“U.S. Borrower Revolving Notes”), (iiiii) if applicablein the case of Dutch Borrower Revolving Loans, by a promissory note duly executed and delivered by each Dutch Borrower substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Dutch Borrower Revolving Note” and, collectively, the Canadian “Dutch Borrower Revolving Loans made to them Notes” and, together with the U.S. Borrower Revolving Notes, the “Revolving Notes”), (iii) in the case of U.S. Borrower Swingline Loans, by such Lendera promissory note duly executed and delivered by each U.S. Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (the “U.S. Borrower Swingline Note”), and (iv) in the case of Dutch Borrower Swingline Loans, by a promissory note duly executed and delivered by each Dutch Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each, a “Dutch Borrower Swingline Note” and, together with the U.S. Borrower Swingline Note, the “Swingline Notes”). (a) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligation obligations in respect of such Loans. (b) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request, obtain, maintain or produce a Note evidencing its Loans to any Borrower shall affect, or in any manner impair, the obligations of any Borrower to pay the principal ofLoans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Credit Document. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, each respective Borrower shall promptly execute and deliver to the respective Lender, at such Borrower’s obligation expense, the requested Note in the appropriate amount or amounts to repay the Loans and other amounts owing by evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon Any Lender may request that the Loans to be made by such Lender to the Borrower Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of any Lender the Maximum Commitment or the Swing Line (ii) if payable to a Lender, be in the amount of aggregate Commitments of such Lender; (b) (i) except as provided in the Company will execute and deliver penultimate sentence of this Section 3.01, be payable to the Administrative Agent for the account of the Lenders or their registered assigns at the Administrative Agent’s Office or (ii) if requested at such Revolving Lender a Revolving Facility Note times as there is only one (1) Lender, such Lender; (c) be substantially in the form of Exhibit A hereto (with blanks appropriately completed in conformity herewith herewith); and (d) be made by the appropriate Borrower Party. The Loans to evidence be made by the CompanyLenders to the Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the amount of the Loans to be advanced to such Qualified Borrower; (B)(i) be payable to the order of the Administrative Agent for the account of the Lenders or their registered assigns, at the Administrative Agent’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, Office or (ii) if requested (at such times as there is only one (1) Lender), such Lender; (C) bear interest in accordance with Section 2.05; (D) be substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit C hereto (with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, herewith); and interest on, the Term Loans made to it (E) be duly executed by such Term Qualified Borrower. Each Borrower Party agrees, from time to time, upon the request of the Administrative Agent or any applicable Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver reissue new Notes to the Swing Line Administrative Agent or such Lender a Swing Line (in accordance with the next sentence and Section 12.11) in substitution for the Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender or in the Swing Line amount of that ▇▇▇▇▇▇’s Commitments and, if necessary, issue a replacement Note to the Administrative Agent and each Lender, such that all Notes then outstanding collectively provide for the Maximum Commitment. Any issuance of a Note to a Lender shall be pursuant to this Section 3.01.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will The Borrower shall execute and deliver to the Swing Line Lender Agent on the Effective Date (i) a Swing Line Note with blanks promissory note substantially in the form of Exhibit B-1 in the principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (such note, including any replacement note therefor issued in conformity herewith to evidence accordance with the Company’s obligation to pay provisions of this Section 2.3(d), the "Tranche A Note"), and (ii) promissory notes substantially in the form of Exhibit B-2 in the principal ofamount of Tranche B of the Loan outstanding on the date hereof owing to each Tranche B Lender, dated the Effective Date and interest onotherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B Note" and the Tranche B Notes collectively, together with the Tranche A Note, the Swing Loans "Notes"). Each Note shall be made payable to it by the Swing Line LenderAgent at the office of the Agent; provided, however, provided that at the decision request of any Lender or Lender, the Swing Line Lender to not request Borrower shall execute and deliver a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (or replacement thereof) payable directly to such Lender in the amount of its interest in the Loan. If a Note is mutilated, lost, stolen or destroyed, the Swing Line Borrower shall issue a new Note of the same tranche, in the same principal amount and having the same interest rate, date and maturity as the Note so mutilated, lost, stolen or destroyed endorsed to indicate all payments thereon. In the case of any lost, stolen or destroyed Note, there shall first be furnished to the Borrower and the Board an instrument of indemnity from the Agent (or Lender, as applicable) and evidence of such loss, theft or destruction reasonably satisfactory to each of them. Upon the execution and delivery by the Borrower of the Notes, the promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower for cancellation.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term Note” and, collectively, the “Term Loans made to it Notes”) and (ii) in the case of Revolving Loans, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) The Term Note issued to evidence their obligation each Term Lender that has outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans of such Term Lender as of the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Term Loans of such Term Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby from time to time, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) [Reserved] (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Notes or Loans. (f) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced (i) in the Company will execute and deliver to such case of Dollar Revolving Lender Loans, by a Dollar Revolving Facility Credit Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lenderform of EXHIBIT A-1, (ii) in the Company will execute and deliver to such Term Lender case of Foreign Currency Revolving Loans, by a Term Facility Foreign Currency Revolving Credit Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal ofform of EXHIBIT A-2, and interest on(iii) in the case of Swingline Loans, by a Swingline Note appropriately completed in substantially the Term Loans made form of EXHIBIT A-3. (b) Each Dollar Revolving Credit Note issued to it a Lender shall (i) be executed by Matria, (ii) be payable to the order of such Term Lender, (iii) if applicablebe dated as of the Restatement Effective Date (or, in the Canadian Borrowers will execute case of a Dollar Revolving Credit Note issued after the Restatement Effective Date, dated the effective date of the applicable Assignment and deliver Acceptance), (iv) be in a stated principal amount equal to each Canadian Lender a CDOR Note and a Canadian Base Rate Note such Lender's Revolving Credit Commitment, (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of SECTION 2.8, as the same may be applicable from time to evidence their obligation time to pay the principal of, and interest on, the Canadian Dollar Revolving Loans made to them by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Foreign Currency Revolving Credit Note issued to a Lender shall (i) be executed by the applicable Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Restatement Effective Date (or, in the case of a Foreign Currency Revolving Credit Note issued after the Restatement Effective Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's ratable share of the Company will execute and deliver Foreign Currency Sublimit, (v) bear interest in accordance with the provisions of SECTION 2.8, as the same may be applicable from time to time to the Swing Line Foreign Currency Revolving Loans made by such Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofsuch Borrower, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) The Swingline Note shall (i) be executed by Matria, (ii) be payable to the order of the Swingline Lender, (iii) be dated as of the Restatement Effective Date, (iv) be in a stated principal amount equal to the Swingline Commitment, (v) bear interest onin accordance with the provisions of SECTION 2.8, as the Swing same may be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans made evidenced thereby as of the date of transfer or provide such information on a schedule to it by the Swing Line LenderAssignment and Acceptance relating to such transfer; provided, however, that the decision failure of any 32 39 Lender to make any such recordation or provide any such information, or any error therein, shall not affect any Borrower's obligations under this Agreement or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to the Initial Term Loans) or the Swing Line Extension Amendment No. 1 Effective Date (in the case of requests relating to the Tranche B Term Loans) or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note promissory note substantially in the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with blanks appropriately completed in conformity herewith appropriate insertions therein as to evidence the Company’s obligation to pay the payee, date and principal ofamount, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Borrower; provided that in the case of any such request made in connection with Amendment No. 1 on or prior to the Extension Amendment No. 1 Effective Date, such Lender shall return to the Borrower any Note previously delivered to such Lender pursuant to this Subsection 2.2 in respect of any Initial Term Loans converted into Tranche B Term Loans. Each Note shall be dated the Closing Date (in the case of the Initial Term Loans) or the Swing Line LenderExtension Amendment No. 1 Effective Date (in the case of the Tranche B Term Loans) and shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. (b) (I) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to and including the Initial Term Loan Maturity Date, on the dates and the principal amounts, as provided in this Agreement prior to the Extension Amendment No. 1 Effective Date (subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.14 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term Note” and, collectively, the “Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them by such LenderNotes”), and (iviii) in the Company will execute case of Swingline Loans, by a promissory note duly executed and deliver to delivered by the Swing Line Lender a Swing Line Note Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing each Lender that has a Term Loan Commitment or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.03, and mandatory repayment as provided in Section 4.04, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns, and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.03, and mandatory repayment as provided in Section 4.04, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.03, and mandatory repayment as provided in Section 4.04, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefore provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

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

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, of and interest onon the Loan to the Lenders shall be evidenced by a blank promissory note substantially in the form of Annex B (each, a “Note”). Each Note shall be valid and enforceable as to its principal amount at any time only to the Revolving Loans made extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to it by such Revolving interest, only to the extent of the interest accrued and unpaid thereon. Each Note shall be (i) payable to a Lender, (ii) dated the Company will Initial Disbursement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Initial Disbursement Date, the Borrower shall provide to the Administrative Agent for distribution to each Lender (i) a duly executed Note for such Lender and (ii) a duly executed Instructions Letter substantially in the form of Annex C, pursuant to which the Borrower authorizes such Lender to complete its Note issued in accordance with this Section 2.06. (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the affected Lender shall be entitled to request to the Borrower, and the Borrower shall promptly (but in any event within ten (10) Business Days of such notice) execute and deliver to such Term Lender in lieu thereof a Term Facility new Note, dated the same date as the lost, stolen, destroyed or mutilated Note, in replacement of the Note; provided that, in the case of any mutilated Note, such mutilated Note shall be returned to the Borrower. Each Lender shall, prior to delivery of any replacement Note by the Borrower also comply with blanks appropriately completed the procedures established by the relevant provisions of Section III of Chapter VI of Title III of the Third Book of the Commercial Code, amended from time to time, and by Article 398 of Law 1564 of 2012 (Código General del Proceso) or any other Applicable Law in conformity herewith connection with the case of loss, theft, partial or complete destruction or mutilation of a Note. In the event that any lost or stolen Note is subsequently found, such Lender shall cancel such Note and deliver such cancelled Note to evidence the CompanyBorrower; provided further that the Borrower shall have already delivered a substitute Note to the Administrative Agent. In the event of execution and delivery of a new Note as contemplated by this clause (b), such Lender shall reimburse and indemnify the Borrower for and against any and all direct liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Borrower as a result of any negotiation with, or presentation by, any Person for collection of any sums due under or with respect to such ▇▇▇▇▇▇’s original Note being lost or stolen, excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements caused by the Borrower. All replacement Notes issued in connection with this Agreement shall be signed by an Authorized Officer of the Borrower. (c) The payment of any part of the principal of any such Note shall discharge the obligation of the Borrower under this Agreement to pay the portion of the principal ofof the Loan evidenced by such Note pro tanto, and interest onthe payment of any principal of the Loan in accordance with the terms hereof shall discharge the obligations of the Borrower under the Notes evidencing the Loan pro tanto. (d) Upon discharge of all obligations of the Borrower under the Loan, the Term Loans made Lenders shall cancel all the Notes and promptly return them to the Borrower. (e) The Notes shall only be sold, assigned or transferred in accordance with the provisions of this Agreement and Applicable Law. (f) Each Lender agrees and covenants that it will fill the blank spaces left in any Note in accordance with the corresponding Instructions Letter. Each Lender further agrees and ​ covenants that it will not complete or seek enforcement of its Notes other than in accordance with the instructions set forth in the corresponding Instructions Letter. (g) In the case of a permitted assignment pursuant to Section 11.03, (i) if requested by the assignee and if such assignment is of the aggregate Disbursement amount(s) held by the assigning Lender, the Lender shall deliver to the Administrative Agent for further delivery to the Borrower concurrently with the execution and delivery by the Borrower to the Administrative Agent of the new Notes in the manner contemplated in clause (ii) below, the Note held by such Term assigning Lender evidencing such Disbursements (for any assigning Lender, together with the related Instructions Letter, the “Existing Notes” of such assigning Lender) and (iiiii) if applicablerequested by the assigning Lender or the relevant assignee, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay Administrative Agent shall as promptly as reasonably practicable request that the principal ofBorrower, and interest onthe Borrower hereby agrees to, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Administrative Agent as promptly as reasonably practicable (for further delivery to such assigning Lender (if applicable) and such assignee) a Swing Line new Note or Notes (together with blanks appropriately completed the related Instructions Letter) evidencing the Disbursement(s) held by such assigning Lender (if applicable) and such assignee (in conformity herewith exchange for Existing Notes to evidence the Company’s obligation to pay extent such assignment is of the principal of, and interest on, the Swing Loans made to it aggregate amount of Disbursement(s) held by the Swing Line assigning Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender).

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it shall be evidenced (i) if A Term Loans, by such Revolving Lender, (ii) a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence (each, an "A Term Note" and, collectively, the Company’s obligation to pay the principal of"A Term Notes"), and interest on, the Term Loans made to it by such Term Lender, (iiiii) if applicableB Term Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "B Term Note" and, collectively, the Canadian Revolving Loans "B Term Notes"). (b) The A Term Note issued to the Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the A Term Loan made to them by such the Lender, and (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in Section 2.4, (vi) be subject to voluntary prepayment and deliver mandatory repayment as provided herein and (vii) be entitled to the Swing Line benefits of this Agreement and the other Loan Documents. (c) The B Term Note issued to the Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Lender and be dated the Closing Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the B Term Loan Commitment and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of B Term Loans evidenced (d) The Lender will, and interest on, the Swing Loans made to it is hereby authorized by the Swing Line Borrower to, endorse on the schedule attached to each Note, or otherwise record in the Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from the Lender, as well as the date and amount of any prepayment or repayment with respect thereto; provided, however, that the decision failure to make any such notation or any error in such notation shall not affect the Borrower's obligation in respect of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender shall, if requested by such Revolving Lender, be evidenced (iii) if Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Term Note” and, and interest oncollectively, the “Term Loans made to it by such Term Lender, Notes”) and (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit C, with blanks appropriately completed in conformity herewith (each a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Term Note shall (i) be executed by the Borrower, (ii) be payable to evidence their obligation the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loan of such Lender on the Initial Borrowing Date (or, in the case of Term Notes issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Term Loan evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Term Loan evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Revolving Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Revolving Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Revolving Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver security or guaranties therefor provided pursuant to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.Credit

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a " Term Note" and, and interest oncollectively, the Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Canadian "Revolving Loans made to them by such LenderNotes"), and (iviii) if Swingline Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing each Lender that has a Term Loan Commitment or outstanding Term Loans made to it shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) [Intentionally omitted.] (d) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Lender shall be evidenced (i) if General Revolving LenderLoans, (ii) by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit A-1 with blanks appropriately completed in conformity herewith to evidence (each a "GENERAL REVOLVING NOTE" and, collectively, the Company’s obligation to pay the principal of"GENERAL REVOLVING NOTES"), and interest on, the Term Loans made to it by such Term Lender, (iiiii) if applicableSwing Line Revolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the "SWING LINE REVOLVING NOTE"). (b) The General Revolving Note issued to evidence their obligation a Lender with a General Revolving Commitment shall: (i) be executed by the Borrower; (ii) be payable to pay the order of such Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a stated principal amount equal to the General Revolving Commitment of such Lender and be payable in the principal of, and interest on, the Canadian amount of General Revolving Loans made to them by such Lender, and evidenced thereby; (iv) mature on the Company will execute Maturity Date; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 5.2: and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swing Line Revolving Note issued to the Swing Line Lender shall: (i) be executed by the Borrower; (ii) be payable to the order of such Lender and be dated on or prior to the date the first Loan evidenced thereby is made; (iii) be in a Swing Line Note with blanks appropriately completed in conformity herewith stated principal amount equal to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line LenderRevolving Commitment of such Lender and be payable in the principal amount of Swing Line Revolving Loans evidenced thereby; provided(iv) mature as to any Swing Line Revolving Loan evidenced thereby on the maturity date, howevernot later than the 30th day following the date such Swing Line Revolving Loan was made, that specified in the decision applicable Notice of Borrowing; (v) bear interest as provided in section 2.8 in respect of the Prime Rate Loans or Money Market Rate Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as provided in section 5.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any Lender Note, endorse on the reverse side thereof or the Swing Line Lender grid attached thereto the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon (a) At the request of any Lender or Bank, the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyBorrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving LenderBank to the Borrower shall be evidenced (i) if Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “Term Note” and, and interest oncollectively, the “Term Loans made to it by such Term LenderNotes”), (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them by such Lender, Notes”) and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued by the Borrower to evidence any Bank that has a Term Loan Commitment shall (i) be executed by the CompanyBorrower, (ii) be payable to the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Term Loan Commitment of such Bank on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the outstanding Term Loans of such Bank at such time), (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (c) The Revolving Note issued by the Borrower to any Bank that has a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the respective Borrower’s obligation obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Banks which at any time specifically request the delivery of such Notes. No failure of any Bank to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to various Credit Documents. Any Bank which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (e). At any Borrower’s obligation time when any Bank requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall (at its expense) promptly execute and other deliver to the respective Bank the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Each Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender to it such Borrower shall be evidenced in the Register maintained by the Agent pursuant to Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Revolving Loans, by a promissory note duly executed and delivered by such Borrower substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by such Term LenderBorrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "Swingline Note" and, and interest oncollectively, the Canadian "Swingline Notes"). (b) The Revolving Loans made Note issued to them each Lender shall (i) be executed by such Lendereach Borrower, and (ivii) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower be payable to such Lender or its registered assigns and be dated the Swing Line LenderRestatement Effective Date (or, if issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by each Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower's obligations in respect of such Loans.

Notes. Upon The portion of Term Loan A made by each Lender shall be evidenced, if so requested by such Lender, by a promissory note executed by Borrowers in the form attached hereto as Exhibit I (as may be amended, amended and restated, supplemented, replaced or otherwise modified from time to time, each a “Term Note A,” and collectively, the “Term Notes A”), the portion of Delayed Draw Term Loans made by each Lender shall be evidenced, if so requested by such Lender, by a promissory note executed by Borrowers in the form attached hereto as Exhibit J (as may be amended, amended and restated, supplemented, replaced or otherwise modified from time to time, each a “Delayed Draw Term Note,” and collectively, the “Delayed Draw Term Notes”), and the portion of the Revolving Loans made by each Lender shall be evidenced, if so requested by such Lender, by a promissory note executed by Borrowers in the form attached hereto as Exhibit H (as may be amended, amended and restated, supplemented, replaced or otherwise modified from time to time, each a “Revolving Loan Note,” and collectively, the “Revolving Loan Notes”) in an original principal amount equal to such ▇▇▇▇▇▇’s Pro Rata Share of Term Loan A, the applicable Delayed Draw Term Commitment, and the Revolving Loan Commitment, respectively. All promissory notes issued in connection with the Original Credit Agreement may, upon the request of any Lender by written notice to Administrative Borrower (with a copy to Administrative Agent) may be amended and restated in accordance with the foregoing; provided that, notwithstanding the foregoing, no Existing Lender may request any Term Note A, Delayed Draw Term Note or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Loan Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to unless it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver has returned to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence Administrative Borrower all Notes (as defined under the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower Original Credit Agreement) delivered to such Lender or for Loans (as defined under the Swing Line LenderOriginal Credit Agreement) made under the Original Credit Agreement.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving Lendereach Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 12.21 and, subject to the provisions of Section 1.05(g), shall be evidenced (iii) if A-1 Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan "A-1 Term Note" and, collectively, the "A-1 Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableA-2 Term Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest onan "A-2 Term Note" and, collectively, the Canadian "A-2 Term Notes"), (iii) if Revolving Loans made to them Loans, by such Lender, and (iv) a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The A-1 Term Note issued to evidence each Lender shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to the order of such Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any A-1 Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the A-1 Term Loan Commitment of such Lender on the Initial Borrowing Date before giving effect to any reductions thereto on such date (or, in the case of any A-1 Term Note issued after the Initial Borrowing Date, in a stated principal amount equal to the outstanding principal amount of the A-1 Term Loan of such Lender on the date of the issuance thereof) and be payable in the principal amount of A-1 Term Loans evidenced thereby from time to time, (iv) mature on the A-1 Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The A-2 Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, an affiliate designated by such Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any A-2 Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the A-2 Term Loan Commitment of such Lender on the Initial Borrowing Date (or, in the case of any A-2 Term Note issued after the Initial Borrowing Date, in a stated principal amount (expressed in U.S. Dollars) equal to the outstanding principal amount of the A-2 Term Loan of such Lender on the date of the issuance thereof) and be payable (in U.S. Dollars) in the principal amount of A-2 Term Loans evidenced thereby from time to time, (iv) mature on the A-2 Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, an affiliate designated by such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Revolving Loan Commitment of such Lender on the date of issuance thereof (or, if issued after the termination of such Revolving Loan Commitment, in an amount equal to the aggregate Principal Amount of the Revolving Loans made by the respective Lender), PROVIDED that if, because of fluctuations in exchange rates after the Initial Borrowing Date, the Revolving Note of any Lender would not be at least as great as the outstanding Principal Amount of the Revolving Loans made by such Lender at any time outstanding, the respective Lender may request (and in such case the Borrower shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate Principal Amount of the Revolving Loans of such Lender outstanding on the date of the issuance of such new Revolving Note, (iv) with respect to each Revolving Loan evidenced thereby, be payable in the respective Approved Currency in which such Revolving Loan was made, (v) mature on the Revolving Loan Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to DBAG shall (i) be executed by the Borrower, (ii) be payable to the order of DBAG and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the Maximum Swingline Amount, PROVIDED that if, because of fluctuations in exchange rates after the Initial Borrowing Date, the Swingline Note would not be at least as great as the outstanding Principal Amount of Swingline Loans at any time outstanding, DBAG may request that the Borrower (and in such case the Borrower shall) promptly execute and deliver a new Swingline Note in an amount equal to the aggregate Principal Amount of Swingline Loans outstanding, (iv) be payable with respect to each Swingline Loan in the respective Approved Currency in which such Swingline Loan is denominated, (v) mature on the Swingline Expiry Date, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Swingline Loans evidenced thereby from time to time, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory -7- repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation and the inaccuracy of any such notation shall not affect the Borrower's obligations in respect of such Loans. (g) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (f). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request (a) The amount of any the Term Loan A made by each Lender or shall be evidenced by a Term Loan A Note appropriately completed in substantially the Swing Line Lender, form of EXHIBIT A-1. (b) Each Term Loan A Note issued to a Term Loan A Lender shall (i) be executed by the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving LenderBorrower, (ii) be payable to the Company will execute and deliver to order of such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicablebe dated as of the Effective Date (or, in the Canadian Borrowers will execute case of a Term Loan A Note issued after the Effective Date, dated the effective date of the applicable Assignment and deliver Assumption), (iv) be in a stated principal amount equal to each Canadian Lender a CDOR Note and a Canadian Base Rate Note the Term Loan A Outstanding allocable to such Lender, (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of SECTION 5.1, as the same may be applicable from time to evidence their obligation time to pay the principal of, and interest on, the Canadian Revolving Loans Term Loan A made to them by such Lender, and (ivvi) be entitled to all of the Company will execute benefits of this Agreement and deliver the other Credit Documents and subject to the Swing Line provisions hereof and thereof. The Term Loan A Notes shall be issued in substitution of and replacement of the term loan notes issued in connection with the Second Amended Credit Agreement. (c) The amount of the Term Loan B made by each Lender shall be evidenced by a Swing Line Term Loan B Note with blanks appropriately completed in conformity herewith substantially the form of EXHIBIT A-4. (d) Each Term Loan B Note issued to evidence a Term Loan B Lender shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Term Loan B Lender, (iii) be dated as of the Effective Date (or, in the case of a Term Loan B Note issued after the Effective Date, dated the effective date of the applicable Assignment and Assumption), (iv) be in a stated principal ofamount equal to the Term Loan B Outstanding allocable to such Lender, (v) bear interest in accordance with the provisions of SECTION 5.1, as the same may be applicable from time to time to the Term Loan B made by such Term Loan B Lender, and interest on(vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the Swing event of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans made evidenced thereby as of the date of transfer or provide such information on a schedule to it by the Swing Line LenderAssignment and Assumption relating to such transfer; provided, however, that the decision failure of any Lender to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

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

Notes. Upon request of any (a) The Loans made by each Lender or the Swing Line Lender, shall be evidenced ----- (i) in the Company will execute and deliver to such Revolving Lender case of Term Loans, by a Revolving Facility Term Note with blanks appropriately completed in conformity herewith to evidence substantially the Company’s obligation to pay the principal ofform of Exhibit A-1 or A-2, as appropriate, and interest on(ii) in the case of Revolving Loans, by a Revolving Note appropriately completed in substantially the Revolving Loans made to it form of Exhibit A-3. (b) Each Term Note shall (i) be executed by such Revolving Lenderthe Borrower, (ii) be payable to the Company will execute and deliver to order of such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicablebe dated as of the Closing Date (or in the case of a Term Note issued after the Closing Date, dated the Canadian Borrowers will execute effective date of the applicable Assignment and deliver Acceptance or in the case of Tranche B Term Notes, dated as of the WOKR Acquisition Date), (iv) be in a stated principal amount equal to each Canadian Lender such Lender's Tranche A or Tranche B Term Loan Commitment, as appropriate (or in the case of a CDOR Term Note and a Canadian Base Rate Note issued after the Closing Date, in an amount equal to the unpaid principal amount of such Lender's Term Loan), (v) bear interest in accordance with blanks appropriately completed in conformity herewith the provisions of Section 2.8, as the same may be applicable from time to evidence their obligation time to pay the principal of, and interest on, the Canadian Revolving Loans Term Loan made to them by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Revolving Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the Company will execute and deliver provisions of Section 2.8, as the same may be applicable from time to time to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofRevolving Loans made by such Lender, and interest on(vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Lender will record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and will, in the Swing event of any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Loans made evidenced thereby as of the date of transfer or provide such information on a schedule to it by the Swing Line LenderAssignment and Acceptance relating to such transfer; provided, however, that -------- ------- the decision failure of any Lender to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderNotes.

Notes. Upon (a) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender made on or prior to the Swing Line Restatement Effective Date (in the case of requests relating to the Initial Term Loans) or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, (i) the Company Borrower will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed promissory note substantially in conformity herewith the form of Exhibit A (each, as amended, supplemented, replaced or otherwise modified from time to evidence the Company’s obligation to pay the principal oftime, and interest ona “Note” and, collectively, the Revolving Loans made “Notes”), in each case with appropriate insertions therein as to it by such Revolving Lenderpayee, (ii) the Company will execute date and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofamount, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender to the Swing Line LenderBorrower. Each Note in respect of an Initial Term Loan shall be dated the Restatement Effective Date. Each Note shall be payable as provided in Subsections 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. (b) Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 31, 2017 up to and including the Maturity Date in respect of the Initial Term Loans (subject to reduction as provided in Subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Maturity Date in respect of the Initial Term Loans 0.25% of the aggregate initial principal amount of the Initial Term Loans on the Restatement Effective Date Maturity Date in respect of the Initial Term Loans all unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. Upon Any Lender may request that the Loans to be made by such Lender to the Borrower Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to the Administrative Agent, collectively be in the amount of any Lender the Maximum Commitment or the Swing Line (ii) if payable to a Lender, be in the amount of aggregate Commitments of such Lender; (b) (i) except as provided in the Company will execute and deliver penultimate sentence of this Section 3.01, be payable to Administrative Agent for the account of the Lenders or their registered assigns at the principal office of Administrative Agent or (ii) if requested at such Revolving Lender a Revolving Facility Note times as there is only one (1) Lender, such Lender; (d) be substantially in the form of Exhibit A attached hereto (with blanks appropriately completed in conformity herewith herewith); and (e) be made by the appropriate Borrower Party. The Loans to evidence be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the Company’s obligation amount of the Loans to pay be advanced to such Qualified Borrower; (B)(i) be payable to the order of Administrative Agent for the account of the Lenders or their registered assigns, at the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, office of Administrative Agent or (ii) if requested (at such times as there is only one (1) Lender), such Lender; (C) bear interest in accordance with Section 2.05; (D) be substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, herewith); and interest on, the Term Loans made to it (E) be duly executed by such Term Qualified Borrower. Each Borrower Party agrees, from time to time, upon the request of Administrative Agent or any applicable Lender, to reissue new Notes to Administrative Agent or such Lender (iiiin accordance with the next sentence and Section 12.11) if applicable, in substitution for the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender or in the Swing Line amount of that Lender’s Commitments and, if necessary, issue a replacement Note to Administrative Agent and each Lender, such that all Notes then outstanding collectively provide for the Maximum Commitment. Any issuance of a Note to a Lender shall be pursuant to this Section 3.01.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Bank shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal ofamount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Bank or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Company will execute Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Sec tion 4.01, and deliver mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in conformity herewith respect thereof and will prior to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term B-1 Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit G,-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term B-1 Note” and, collectively, the “Term Loans made to it by such Term LenderB-1 Notes”), (iiiii) if applicablein the case of Term B-2 Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Term B-2 Note” and, collectively, the Canadian “Term Notes”), (iiiii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iiiiv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, various Loan Documents. Any Lender that the decision of any Lender or the Swing Line Lender to does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such each Bank shall be evidenced (i) if Revolving LenderLoans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the Restatement Effective Date (or if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or if issued after the termination thereof, in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal of, and interest on, amount of the Canadian outstanding Revolving Loans made evidenced thereby from time to them by such Lendertime, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Loans benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

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

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Parent Borrower's obligation to pay the principal of, and interest on, all of the Revolving Loans made to it by each Tranche 1 Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.16 and shall, if requested by such Revolving Tranche 1 Lender, (ii) also be evidenced by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, (each a "Note" and interest oncollectively, the Term Loans made "Notes"). (b) The Note issued to it each Tranche 1 Lender shall (i) be executed by the Parent Borrower, (ii) be payable to the order of such Term LenderTranche 1 Lender and be dated the Effective Date (or if issued after the Effective Date, be dated the date of the issuance thereof), (iii) if applicablebe in a stated principal amount equal to the Tranche 1 Commitment of such Tranche 1 Lender and be payable in a principal amount equal to the amount of the Loans made by such Lender and which are outstanding from time to time, (iv) mature on (x) in the case of Revolving Loans which are not elected to be converted by the Parent Borrower pursuant to Section 1.01(b), on the Commitment Expiration Date and (y) in the case of Term Loans, on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. Upon receipt of an affidavit of an officer of the Tranche 1 Lender (together with a customary indemnity from such Tranche 1 Lender in form and substance satisfactory to the Parent Borrower) that a Note has been lost, stolen, destroyed or mutilated, the Canadian Borrowers Parent Borrower will execute issue a replacement Note in the same principal amount thereof and deliver otherwise of like tender. (c) Each Tranche 1 Lender will record on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to each Canadian any transfer of its Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the Parent Borrower's obligations in respect of such Loans. (d) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Tranche 1 Lenders which at any time specifically request the delivery of such Notes. No failure of any Tranche 1 Lender to request or obtain a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed evidencing its Loans to the Parent Borrower shall affect or in conformity herewith to evidence their obligation any manner impair the obligations of the Parent Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Parent Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the guarantee therefor provided pursuant to Section 13. Any Tranche 1 Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (c). At any time when any Tranche 1 Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Parent Borrower shall promptly execute and deliver to the Swing Line respective Tranche 1 Lender a Swing Line the requested Note with blanks appropriately completed in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in the form of EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and executed by Borrower, in the principal amount of $250,000,000, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). The Swing Loan of the Swing Lender shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower, in the form of EXHIBIT B-2, duly completed and executed by Borrower, payable to the Swing Lender (such note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the “Swing Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, and, in the case of the Swing Lender, the Swing Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes, the Bid Rate Loan Note and the Swing Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Principal amounts evidenced by the Swing Loan Notes shall become due and payable at the earlier of three (3) Banking Days after said amounts are advanced or the Maturity Date. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. The Swing Lender is hereby authorized by Borrower to endorse on the schedule attached to the Swing Loan Note held by it, the amount of each advance and each payment of principal received by the Swing Lender for the account of its Applicable Lending Office(s) on account of its Swing Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Swing Loan made by the Swing Lender. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Notes. In case of any Lender loss, theft, destruction or the Swing Line Lendermutilation of any Bank’s Note, (i) the Company will Borrower shall, upon its receipt of an affidavit of an officer of such Bank as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Revolving Lender a Revolving Facility Note with blanks appropriately completed Bank in conformity herewith to evidence the Company’s obligation to pay same principal amount and otherwise of like tenor as the principal oflost, and interest onstolen, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender destroyed or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lendermutilated Note.

Notes. Upon At the request of any Lender, Borrower shall execute and deliver (i) on the Closing Date, and from time to time thereafter as required by subsection 10.1B(i), (1) to such Lender or (a) if such Lender holds a Term B Loan, a Term B Note substantially in the form of Exhibit IV annexed hereto to evidence such Lender’s Term B Loan and with other appropriate insertions, (b) if such Lender is a Revolving Lender, a Revolving Note substantially in the form of Exhibit VI annexed hereto to evidence such Lender’s Revolving Loans, in the principal amount of such Lender’s Revolving Loan Commitment and with other appropriate insertions, and (c) if such Lender holds an LC Facility Commitment, an LC Facility Note substantially in the form of Exhibit VIII annexed hereto to evidence such Lender’s LC Facility Loans, in the principal amount of such Lender’s LC Facility Commitment, and (2) to the Swing Line Lender, (i) if the Company will execute and deliver to such Revolving requesting Lender is the Swing Line Lender, a Revolving Facility Swing Line Note with blanks appropriately completed substantially in conformity herewith the form of Exhibit VII annexed hereto to evidence the CompanySwing Line Lender’s obligation to pay Swing Line Loans, in the principal of, amount of the Swing Line Loan Commitment and interest on, the Revolving Loans made to it by such Revolving Lenderwith other appropriate insertions, (ii) on the Company will execute date of the making of each Supplemental Term Loan, and deliver from time to time thereafter as required by subsection 10.1B(i), if such Lender holds a Supplemental Term Lender Loan Commitment, a Supplemental Term Facility Note with blanks appropriately completed substantially in conformity herewith the form of Exhibit V annexed hereto to evidence the Companysuch Lender’s obligation to pay Supplemental Term Loan, in the principal ofamount of such Lender’s Supplemental Term Loan and with other appropriate insertions, and interest on(iii) on the First Amendment Effective Date, and from time to time thereafter as required by subsection 10.1B(i), if such Lender holds a Synthetic Letter of Credit Commitment, a Synthetic Letter of Credit Note substantially in the form of Exhibit VIII-A annexed hereto to evidence such Lender’s Synthetic Letter of Credit Loans, in the principal amount of such Lender’s Synthetic Letter of Credit Commitment.". F. Subsection 2.2A of the Credit Agreement is hereby amended by inserting the text ", each Synthetic Letter of Credit Loan" immediately following the text "each LC Facility Loan" in the first sentence of such subsection. G. Subsection 2.2A(ii) of the Credit Agreement is hereby amended (i) by deleting the text "the Term B Loans made to it and" from the first sentence of such subsection, (ii) by deleting the text "Term B Loans and the LC Facility Loan" from the proviso at the end of such Term Lendersubsection and inserting in lieu thereof the text "LC Facility Loans", (iii) if applicable, by deleting the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian text "Term B Loans that are Base Rate Note with blanks appropriately completed Loans" from such proviso and inserting in conformity herewith to evidence their obligation to pay lieu of such deleted text the principal of, and interest on, the Canadian Revolving text "LC Facility Loans made to them by such Lenderthat are Base Rate Loans", and (iv) by inserting the Company will execute and deliver following text at the end of such subsection: "Subject to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofprovisions of subsections 2.2E, 2.2G and interest on2.7, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Term B Loans and other amounts owing the Synthetic Letter of Credit Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv); or (b) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the LIBOR Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iv): Greater than or equal to 3.50:1.00 3.25% 2.00% Less than 3.50:1.00 3.00% 1.75% H. Subsection 2.2D of the Credit Agreement is hereby amended by such Borrower to such Lender or inserting the Swing Line Lendertext ", Synthetic Letter of Credit Loans" immediately following the text "LC Facility Loans".

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if Term Loans, (ii) a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loans made by such Bank and be payable in the principal ofamount of Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section I .08 in respect of the Base Rate Loans and interest onEurodollar Loans, as the Swing Loans made case may be, evidenced thereby, (vi) be subject to it voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date, that (iii) be in a stated principal amount equal to the decision Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to BTCo or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrowers' obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.17 and shall, if requested by such Revolving Lender, also be evidenced (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrowers substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Revolving Note" and, and interest oncollectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Lender requesting same shall (i) be executed by the Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrowers, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrowers' obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrowers shall affect or in any manner impair the joint and several obligations of the Borrowers to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d) of this Section 2.05. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrowers shall promptly execute and deliver to the Swing Line respective Lender a Swing Line the requested Note with blanks appropriately completed or Notes in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of (a) If requested by any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyBorrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Revolving Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and indicating the applicable Revolving Loan Maturity Date with respect to evidence the Companysuch Lender’s obligation to pay the principal ofRevolving Loan Commitment, and interest on(ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Term Loans made to it by such Term LenderBorrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Swingline Note issued to evidence their obligation the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to pay the order of the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (expressed in Dollars) equal to the Maximum Swingline Amount and be payable in Dollars in the principal ofamount of the outstanding Swingline Loans evidenced thereby from time to time, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute and deliver to Swingline Expiry Date, (v) bear interest as provided in the Swing Line Lender a Swing Line Note with blanks appropriately completed appropriate clause of Section 2.08 in conformity herewith to evidence respect of the Company’s obligation to pay the principal of, and interest on, the Swing Base Rate Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line Lender.evidenced thereby,

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyEach Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 11.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of U.S. Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by each U.S. Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a “U.S. Term Note” and, and interest oncollectively, the “U.S. Term Loans made to it Notes”) and (ii) in the case of German Loans, by such Term Lendera promissory note duly executed and delivered by each German Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “German Term Note” and, collectively, the Canadian Revolving “German Term Notes”). (b) The U.S. Term Note issued to each Lender that has a U.S. Commitment or outstanding U.S. Loans made to them by such Lender, and shall (ivi) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it be executed by the Swing Line Lender; providedU.S. Borrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderRestatement Effective Date (or, if issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the U.S. Loans of such Lender at such time and be payable in the outstanding principal amount of the U.S. Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The German Term Note issued to each Lender that has a German Commitment or outstanding German Loans shall (i) be executed by the German Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date (or, if issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in Euros) equal to the principal amount of the German Loans of such Lender at such time and be payable in the outstanding principal amount of the German Loans evidenced thereby from time to time, (iv) with respect to each German Loan evidenced thereby, be payable (subject to Section 2.14) in Euros, provided that the obligations with respect to each German Loan evidenced thereby shall be subject to conversion into Dollar Denominated Loans as provided in (and in the circumstances contemplated by) Section 2.14, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clause of

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the The Company’s 's obligation to pay the principal of, and interest on, the Revolving $ Loans made to it by such each Bank shall be evidenced by (i) if Revolving Lender$ Loans, (ii) a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence (each a "Revolving $ Note" and, collectively, the Company’s "Revolving $ Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Company substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Canadian Borrower's obligation to pay the principal of, and interest on, the Term Revolving C$ Loans made to it by such Term Lender, (iii) if applicable, each Bank shall be evidenced by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each a "Revolving C$ Note" and, collectively, the "Revolving C$ Notes"). (c) The Revolving $ Note issued to evidence their obligation each Bank shall (i) be executed by the Company, (ii) be payable to pay the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal ofamount of the Revolving $ Loans evidenced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the $ Base Rate Loans and deliver $ Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender a Swing Line benefits of this Agreement and the other Credit Documents. (d) The Swingline Note with blanks appropriately completed in conformity herewith issued to evidence Chase shall (i) be executed by the Company’s obligation , (ii) be payable to pay the order of Chase and be dated the Initial Borrowing Date, (iii) be in a stated principal ofamount equal to the Swingline Commitment and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08(a) in respect of the $ Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, mandatory prepayment as provided in Section 4.02 and (vii) be entitled to the Swing Loans made benefits of this Agreement and the other Credit Documents. (e) The Revolving C$ Note issued to it each Bank shall (i) be executed by the Swing Line Lender; providedCanadian Borrower, however(ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, that (iii) be in a stated principal amount equal to the decision Revolving C$ Loan Commitment of such Bank and be C/M 11752.0000 414856.1 payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in Section 1.08 in respect of Revolving C$ Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory prepayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Lender or of its Notes endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect either Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or (a) Each Borrower's obligation to pay the Swing Line Lenderprincipal ----- of, and interest on, all the Loans made to it by each Bank shall be evidenced (i) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Revolving Lender a Revolving Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the Revolving Loans made to it by such Revolving Lender"Term Notes"), (ii) if Revolving Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iii) if applicableSwingline Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence their obligation each Bank with a Term Loan Commitment shall (i) be executed by the relevant Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Term Loans made by such Bank and be payable in the principal ofamount of Term Loans evidenced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RL Bank shall (i) be executed by SMT, (ii) be payable to such RL Bank or its registered assigns and be dated the date of issuance thereof, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Revolving Loan Commitment of such RL Bank and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and interest onEurodollar Loans, as the Swing Loans made case may be, evidenced thereby, (vi) be subject to it voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to BTCo or its registered assigns and be dated the Merger Date, that (iii) be in a stated principal amount equal to the decision Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the Swing Line Lender to any error in such notation shall not request a Note shall affect either Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of A Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan "A TERM NOTE" and, collectively, the Term Loans made to it by such Term Lender"A TERM NOTES"), (iiiii) if applicablein the case of B Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "B TERM NOTE" and, collectively, the Canadian "B TERM NOTES"), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence (each, a "REVOLVING NOTE" and, collectively, the Company’s obligation to pay the principal of"REVOLVING NOTES"), and interest on(iv) in the case of Swingline Loans, the Swing Loans made to it by a promissory note duly executed and delivered by the Swing Line Lender; providedBorrower substantially in the form of Exhibit B-4, howeverwith blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The A Term Note issued to each Lender that has an A Term Loan Commitment or outstanding A Term Loans shall (i) be executed by the Borrower, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the A Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding A Term Loans of such Lender at such time) and be payable in the outstanding principal amount of A Term Loans evidenced thereby, (iv) mature on the A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The B Term Note issued to each Lender that has a B Term Loan Commitment or outstanding B Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the B Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding B Term Loans of such Lender at such time) and be payable in the outstanding principal amount of B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. (g) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (f). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any Lender or (a) The Borrower's obligation to pay the Swing Line Lenderprincipal of, ----- and interest on, all the Loans made to it by each Bank shall be evidenced (i) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Revolving Lender a Revolving Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the Revolving Loans made to it by such Revolving Lender"Term Notes"), (ii) if Revolving Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iii) if applicableSwingline Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence their obligation each Bank with a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to pay such Bank or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Term Loans made by such Bank and be payable in the principal ofamount of Term Loans evi denced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RL Bank shall (i) be executed by the Borrower, (ii) be payable to such RL Bank or its registered assigns and be dated the date of issuance thereof, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Revolving Loan Commitment of such RL Bank and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and interest onEurodollar Loans, as the Swing Loans made case may be, evidenced thereby, (vi) be subject to it voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by the Swing Line Lender; providedBorrower, however(ii) be payable to BTCo or its registered assigns and be dated the Initial Borrowing Date, that (iii) be in a stated principal amount equal to the decision Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Lender of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evi denced thereby. Failure to make any such notation or any error in such notation shall not affect the Swing Line Lender to not request a Note shall Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender shall be evidenced in the Lender Register maintained by the Administrative Agent pursuant to Section 12.16 and, if requested by such Revolving Lender, shall also be evidenced (iii) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Canadian "Revolving Loans made to them by such Lender, Notes") and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence each Lender requesting same that has a Term Commitment or outstanding Term Loans shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Commitment of such Lender (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the Term Loans of such Lender) and be payable in the principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RF Lender requesting same shall (i) be executed by the Borrower, (ii) be payable to the order of such RF Lender and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Commitment of such RF Lender and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the RF Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Lender (if requested) shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to mandatory prepayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Credit Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in preceding clause (e). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or (a) The Borrower's obligation to pay the Swing Line Lenderprincipal of, ----- and interest on, all the Loans made to it by each Bank shall be evidenced (i) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Revolving Lender a Revolving Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each a "Term Note" and, and interest oncollectively, the Revolving Loans made to it by such Revolving Lender"Term Notes"), (ii) if Revolving Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iii) if applicableSwingline Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to evidence their obligation each Bank shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal ofamount equal to the Term Loans made by such Bank, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest on, the Canadian Revolving Loans made to them by such Lendermandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Company will execute Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a Swing Line Note with blanks appropriately completed stated principal amount equal to the Maximum Swingline Amount and be payable in conformity herewith to evidence the Company’s obligation to pay the principal ofamount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and interest onmandatory repayment as provided in Section 4.02, and (vii) be entitled to the Swing Loans benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender or of its Notes endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and ----- interest on, the Revolving Loans made by each Bank to it the Borrower shall be evidenced in the Register maintained by such Revolving Lenderthe Administrative Agent pursuant to Section 12.16 and, subject to the provisions of clause (iie) of this Section 1.05, also shall be evidenced (i) if Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence (each, a "Term Note" and, collectively, the Company’s obligation to pay the principal of"Term Notes"), and interest on, the Term Loans made to it by such Term Lender, (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to evidence their obligation each Bank with a Term Loan Commitment or with outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Effective Date (or, in the case of Term Notes issued to an Eligible Transferee pursuant to an Assignment and Assumption Agreement after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Term Loans made by such Bank on the Effective Date (or, in the event such Bank has entered into an Assignment and Assumption Agreement after the Effective Date, the amount of the Term Loans set forth for such Bank therein) and be payable in the principal amount of the Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued by the Borrower to each Bank with a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Effective Date (or, if issued to an Eligible Transferee pursuant to an Assignment and Assumption Agreement after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination of such Revolving Loan Commitment, be in a stated principal amount equal to the outstanding Revolving Loans, if any, of such Bank at such time) and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes properly endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation) shall not affect the Borrower's obligations to the holder from time to time of each Note in respect of such Loans. (e) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Term Notes and Revolving Notes shall only be delivered to Banks with Loans or Commitments of the respective Tranches which at any time specifically request the delivery of such Notes. No failure of any Bank to request or obtain a Note evidencing its Loans of any Tranche shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest onshall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (d). At any time when any Bank requests the delivery of a Note to evidence its Loans of any Tranche, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will Borrower shall promptly execute and deliver to the Swing Line Lender a Swing Line respective Bank the requested Note with blanks appropriately completed or Notes in conformity herewith the appropriate amount or amounts to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s The Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lendereach Bank shall be evidenced (i) if Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Term Note" and, collectively, the "Term Loans made to it by such Term Lender, Notes") and (iiiii) if applicableRevolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to evidence their obligation each Bank with a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loan made by such Bank on the Initial Borrowing Date and be payable in the principal ofamount of the Term Loan evidenced thereby, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) mature on the Company will execute Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and deliver Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the Swing Line Lender benefits of this Agreement and be secured by the Security Documents. (c) The Revolving Note issued to each Bank with a Swing Line Note with blanks appropriately completed Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in conformity herewith a stated principal amount equal to evidence the Company’s obligation to pay Revolving Loan Commitment of such Bank and be payable in the principal ofamount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 5.01, and interest on, mandatory repayment as provided in Section 5.02 and (vii) be entitled to the Swing Loans made to it benefits of this Agreement and be secured by the Swing Line LenderSecurity Documents. (d) Each Bank shall note on its internal records the amount of each Loan made by it and each payment in respect thereof and shall, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby; provided, however, that the decision of failure to make any Lender such notation or the Swing Line Lender to making of an incorrect notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender shall, if requested by such Revolving Lender, be evidenced (iii) if Initial Term Loans, by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and collectively, the “Initial Term Notes”), (ii) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and collectively, the “Revolving Notes”) and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, a “Swingline Note” and collectively, the “Swingline Notes”). (b) The Initial Term Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Initial Term Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the respective Initial Term Loan made by such Lender on the Initial Borrowing Date (or, in the case of any Initial Term Note issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of the Initial Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Initial Term Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Revolving Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the Initial Borrowing Date (or, in the case of any Swingline Note issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes (if applicable) endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the CompanyBorrower shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans. (g) In addition to the foregoing, the Borrower’s obligation obligations to pay the principal of, and interest on, the Incremental Term Loans of a New Tranche made to it by each Lender shall, if requested by such Term Lender, (iii) if applicable, be evidenced by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower in substantially the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (each an “Incremental Term Note” and collectively the “Incremental Term Notes”). The Incremental Term Note issued to evidence their obligation each Lender with an Incremental Term Loan Commitment or with outstanding Incremental Term Loans shall (i) be executed by the Borrower, (ii) be payable to pay the order of such Lender and be dated the date of issuance thereof, (iii) be in a stated principal of, and interest on, amount equal to the Canadian Revolving sum of the Incremental Term Loans made to them by such LenderLender on the respective Incremental Term Loan Borrowing Date (or, if issued after such Incremental Term Loan Borrowing Date be in a stated principal amount equal to the outstanding Incremental Term Loans of such Lender on the date of issuance thereof), (iv) mature on the respective Incremental Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02, and (ivvii) the Company will execute and deliver be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence benefits of this Agreement and the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderCredit Documents.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Dollar 2020 Term B-1 Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit G-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Dollar 2020 Term B-1 Note” and, collectively, the “Dollar 2020 Term Loans made to it by such Term LenderB-1 Notes”), (iiiii) if applicablein the case of Euro 2020 Term B-1 Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Euro 2020 Term B-1 Note” and, collectively, the Canadian “Euro 2020 Term B-1 Notes”), (iii) in the case of Revolving Loans made to them Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”) and (iv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to evidence any transfer of any of its Notes will endorse on the Companyreverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligation obligations in respect of such Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the principal ofLoans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and interest on, shall not in any way affect the Swing Loans made security or guaranties therefor provided pursuant to it by the Swing Line Lender; provided, however, that the decision of any various Loan Documents. Any Lender or the Swing Line Lender to which does not request have a Note evidencing its outstanding Loans shall in no way detract from event be required to make the notations otherwise described in the preceding clause (b). At any Borrower’s obligation time when any Lender requests the delivery of a Note to repay evidence any of its Loans, the Loans Borrower shall promptly execute and other deliver to the respective Lender the requested Note in the appropriate amount or amounts owing by to evidence such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) the Company will execute and deliver to such Term Lender a Term Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Term Loans made to it by such Term Lender, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of, and interest on, the Canadian Revolving Loans made to them by such Lender, and (iv) the Company will The Borrower shall execute and deliver to the Swing Line Lender Agent on the Effective Date (i) a Swing Line Note with blanks promissory note substantially in the form of Exhibit B-1 in the principal amount of Tranche A of the Loan, dated the Effective Date and otherwise appropriately completed (such note, including any replacement note therefor issued in conformity herewith to evidence accordance with the Company’s obligation to pay provisions of this Section 2.3(d), the “Tranche A Note”) and (ii) a promissory note substantially in the form of Exhibit B-2 in the principal ofamount of Tranche B of the Loan, dated the Effective Date and interest onotherwise appropriately completed (such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), the Swing Loans “Tranche B Note” and, together with the Tranche A Note, the “Notes”). The Notes shall be made payable to it by the Swing Line LenderAgent at the office of the Agent; provided, however, provided that at the decision request of any Lender or Lender, the Swing Line Lender to not request Borrower shall execute and deliver a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (or replacement thereof) payable directly to such Lender in the amount of its interest in the Loan. If any Note is mutilated, lost, stolen or destroyed, the Borrower shall issue a new Note in the same principal amount and having the same interest rate, date and maturity as the Note so mutilated, lost, stolen or destroyed endorsed to indicate all payments thereon. In the case of any lost, stolen or destroyed Note, there shall first be furnished to the Borrower an instrument of indemnity from the Agent (or the Swing Line Lender, as applicable) and evidence of such loss, theft or destruction reasonably 1 Will be equal to the difference, if any, between $19,000,000 and the “Pre-Reorganization Payments.” satisfactory to the Borrower, together with an officer’s certificate of the Borrower certifying and warranting as to the due authorization, execution and delivery of the new Note. Upon the execution and delivery by the Borrower of the Notes, the promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be null and void and of no further force and effect, and shall be contemporaneously returned to the Borrower for cancellation.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such Revolving Lendereach Lender shall be set forth on the Register maintained by the Administrative Agent pursuant to Section 13.07(c) and, subject to the provisions of Section 1.05(f), shall be evidenced (iii) if Term Loans, by a promissory note substantially in the Company will execute and deliver to such Term Lender a Term Facility Note form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term Note” and, collectively, the “Term Loans made to it by such Term LenderNotes”), (iiiii) if applicableRevolving Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them by such Lender, Notes”) and (iviii) if Swingline Loans, by a promissory note substantially in the Company will execute and deliver to the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Term Note issued to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it each Lender with a Term Loan Commitment shall (i) be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender on the Initial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, in a stated principal amount equal to the outstanding principal amount of the Term Loan of such Lender on the date of the issuance thereof) and be payable in the principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RL Lender shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (e). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the The Company’s 's obligation to pay the principal of, and interest on, all the Revolving Loans made to it by such each Bank shall be evidenced by (i) if a Revolving LenderLoan, (ii) a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona "Revolving Note" and, collectively, the Term Loans made to it by such Term Lender, "Revolving Notes") and (iiiii) if applicableSwingline Loans, by a promissory note substantially in the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to evidence their obligation each Bank with a Revolving Loan Commitment shall (i) be executed by the Company, (ii) be payable to pay the order of such Bank and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal of, and interest on, amount of the Canadian Revolving Loans made evidenced thereby from time to them time, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. (c) The Swingline Note issued to the Swingline Bank shall (i) be executed by such Lenderthe Borrower, (ii) be payable to the order of the Swingline Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evi- denced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (ivvii) the Company will execute and deliver be entitled to the Swing Line Lender a Swing Line Note with blanks appropriately completed benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in conformity herewith respect thereof and will prior to evidence any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or endorsement shall not affect the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision 's obligations in respect of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (i) Each Purchase under the Company will execute Facility shall be evidenced by grid notations made by the holder of each applicable Note (corresponding to each Notice of Purchase) in one of five promissory notes of the Issuer, dated as of the Closing Date, substantially in the form of Exhibit A-1 ("BANK NOTE ONE"), Exhibit A-2 ("BANK NOTE TWO"), Exhibit A-3 (the "TRANCHE D-NOKIA NOTE"), Exhibit A-4 (the "TRANCHE D-SIEMENS NOTE") or Exhibit A-5 (the "TRANCHE D-ALCATEL NOTE"), payable to the Initial Purchaser or the relevant Tranche D Lender, as the case may be. The portion of any Purchase representing interests in Tranches A1 through C shall be represented by the Bank Notes, and deliver the portion of any Purchase relating to any Tranche D Lender's Tranche D Commitment shall be represented by such Revolving Tranche D Lender's respective Tranche D Note (which Tranche D Note may be purchased directly by such Tranche D Lender or, to the extent not purchased directly by such Tranche D Lender, by the Initial Purchaser subject to the Tranche D Participation Agreement). Each Bank Note shall consist of a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay Tranche A interest (representing 2/6 of the principal ofamount thereof and comprised of equal Tranche A1 and Tranche A2 interests), a Tranche B interest (representing 3/6 of the principal amount thereof and comprised of equal Tranche B1, Tranche B2 and Tranche B3 interests) and a Tranche C interest on, (representing 1/6 of the Revolving Loans made to it by such Revolving Lender, principal amount thereof). Each Tranche D Note shall consist of a Tranche D interest (representing the entire principal amount thereof). (ii) The grid notations made on the Company will execute Notes in respect of each Purchase shall evidence the aggregate principal amount of such Purchase and deliver shall be duly completed with respect to the portion of such Purchase corresponding to each Supplier's Aggregate Financing, as follows (the Purchase allocation set forth below being the "BANK NOTE ONE ALLOCATION METHOD"): (A) if, after giving effect to the portion of such Purchase relating to a Supplier's Aggregate Financing, the aggregate principal amount outstanding relating to such Term Lender Supplier's Aggregate Financing will not exceed 60% of such Supplier's Aggregate Financing, then the portion of such Purchase representing such Supplier's Aggregate Financing shall be evidenced by a Term Facility grid notation in each of Bank Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay One (representing 700/1425 of the principal ofamount of such portion) and the relevant Tranche D Note of the relevant Tranche D Lender in respect of such Supplier (representing 725/1425 of the principal amount of such portion of such Purchase), and interest onin each case such portion of such Purchase shall be funded in such amounts under Bank Note One and under such Tranche D Lender's Tranche D Note; (B) if, after giving effect to the portion of such Purchase relating to a Supplier's Aggregate Financing, the Term Loans made aggregate principal amount outstanding relating to it such Supplier's Aggregate Financing will exceed 60% of such Supplier's Aggregate Financing but the amount thereof evidenced by a grid notation on Bank Note One will not exceed such Term Supplier's Aggregate Bank Portion, then the portion of such Purchase not exceeding 60% of such Supplier's Aggregate Financing (if any) shall be evidenced by a grid notation in each of Bank Note One and the relevant Tranche D Note of the relevant Tranche D Lender in respect of such Supplier (as described in subclause (A) above) and the portion of such Purchase exceeding 60% of such Supplier's Aggregate Financing shall be evidenced by a grid notation in Bank Note One (representing the entire amount of such excess), and in each case such portion of such Purchase shall be funded in such amounts under Bank Note One and under such Tranche D Lender's Tranche D Note; and (C) if, after giving effect to the portion of such Purchase relating to a Supplier's Aggregate Financing, the aggregate principal amount outstanding relating to such Supplier's Aggregate Financing which would otherwise be evidenced by a grid notation on Bank Note One will exceed such Supplier's Aggregate Bank Portion, then the portion of such Purchase not exceeding 60% of such Supplier's Aggregate Financing (if any) shall be evidenced by a grid notation in each of Bank Note One and the relevant Tranche D Note of the relevant Tranche D Lender in respect of such Supplier (as described in subclause (A) above), the portion of such Purchase exceeding 60% of such Supplier's Aggregate Financing shall be evidenced by a grid notation in Bank Note One (as described in subclause (B) above) until the aggregate amounts so evidenced for such Supplier equals the relevant Supplier's Aggregate Bank Portion and the portion of such Purchase exceeding such Supplier's Aggregate Bank Portion shall be evidenced by a grid notation in the relevant Tranche D Note of the relevant Tranche D Lender in respect of such Supplier in the name of the Initial Purchaser (subject to the Tranche D Participation Agreement) or such Tranche D Lender, as the case may be (and subject to the provisions of Section 2.01(i)), and in each case such portion of such Purchase shall be funded in such amounts under Bank Note One and under such Tranche D Lender's Tranche D Note. (iii) if applicableA Participant (other than Tranche D Lenders) may elect, prior to the Closing Date, to purchase its Bank Commitment in the form of a participation in Bank Note Two, rather than Bank Note One, in order to accelerate the timing of its Purchases under this Agreement. If any such Participant(s) so elects to purchase a participation in Bank Note Two, then on the Closing Date the Issuer will issue (A) Bank Note Two in a principal amount equal to the aggregate amount of the Bank Commitments that all such Participant(s) have elected to hold in the form of participations in Bank Note Two and (B) Bank Note One in a principal amount equal to the Initial Purchaser Commitment minus the amount of Bank Note Two. On each Purchase Date, the Canadian Borrowers will execute allocation of the applicable Purchase in respect of both Bank Note One and deliver Bank Note Two shall be made pursuant to each Canadian Lender the Bank Note One Allocation Method, except that (x) the portion of such Purchase that would have been evidenced by a CDOR grid notation on the Tranche D Lender's Tranche D Note and funded under such Tranche D Note in accordance with the Bank Note One Allocation Method shall instead be evidenced by a Canadian Base Rate grid notation on Bank Note with blanks appropriately completed Two and funded under Bank Note Two, until the entire amount of Bank Note Two has been purchased (other than an amount equal to $1,000,000 in conformity herewith to evidence their obligation to pay aggregate of such Purchases, which shall be funded on the principal ofinitial Purchase Date under the Tranche D Notes, and interest on, pro rata based on the Canadian Revolving Loans made to them by such Lender, Tranche D Lenders' respective Tranche D Commitments) and (ivy) the Company will execute portion of such Purchase that would have been evidenced by a grid notation on Bank Note Two and deliver funded under Bank Note Two in accordance with the Bank Note One Allocation Method (if Bank Note Two were allocated identically to Bank Note One thereunder), but for the Swing Line Lender allocation under clause (x) above, shall instead be evidenced by a Swing Line grid notation on the applicable Tranche D Lender's Tranche D Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by funded under such Borrower to such Lender or the Swing Line LenderTranche D Note.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 13.15 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Initial Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest onan “Initial Term Note” and, collectively, the “Initial Term Loans made to it by such Term LenderNotes”), (iiiii) if applicablein the case of Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Loans made to them Notes”), (iii) in the case of Incremental Term Loans, by such Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, and (iv) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence (each, an “Incremental Term Note” and, collectively, the Company’s obligation to pay the principal of“Incremental Term Notes”), and interest on(iv) in the case of Swingline Loans, the Swing Loans made to it by a promissory note duly executed and delivered by the Swing Line Lender; providedBorrower substantially in the form of Exhibit B-4, howeverwith blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Initial Term Note issued to each Lender that has an Initial Term Loan Commitment or outstanding Initial Term Loans shall (i) be executed by the Borrower, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Initial Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby from time to time, (iv) mature on the Initial Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby from time to time, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the applicable Incremental Term Loan Borrowing Date (or, if issued after such Incremental Term Loan Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Incremental Term Loans of such Tranche made by such Lender on the applicable Incremental Term Loan Borrowing Date (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender at such time for such Tranche of Incremental Term Loans), (iv) mature on the Incremental Term Loan Maturity Date for such Tranche of Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. (g) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (f). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Upon request (a) The Borrower's obligation to pay the principal of any Lender or and interest on all the Swing Line Lender, Loans made to it by each Bank shall be evidenced (i) if Revolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the Company will execute "Revolving Notes") duly executed and deliver to such Revolving Lender a Revolving Facility Note delivered by the Borrower substantially in the form of Exhibit A hereto, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal ofherewith, and interest on, the Revolving Loans made to it by such Revolving Lender, (ii) if Term Loans, by a promissory note (an "A Term Note" or a "B Term Note," respectively, as the Company will execute case may be, and, collectively, the "Term Notes") duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower, substantially in the form of Exhibits B-1 and B-2 hereto, respectively, each with blanks appropriately completed in conformity herewith herewith. (b) The Revolving Note of the Borrower issued to evidence each Bank shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the principal of, order of such Bank and interest on, be dated the Term Loans made to it by such Term LenderClosing Date, (iii) if applicable, be in a stated principal amount equal to the Canadian Borrowers will execute Revolving Loan Commitment of such Bank and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed be payable in conformity herewith to evidence their obligation to pay the aggregate principal of, and interest on, amount of the Canadian outstanding Revolving Loans made to them by such Lenderevidenced thereby, and (iv) mature, with respect to each Loan evidenced thereby, on the Company will execute Final Revolving Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and deliver Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the Swing Line Lender benefits of this Agreement and the other applicable Credit Documents. (c) Each of the Term Notes of the Borrower issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Closing Date, (iii) be in a Swing Line Note with blanks appropriately completed in conformity herewith stated principal amount equal to evidence the Company’s obligation to pay A Term Loan Commitment of such Bank or the principal ofB Term Loan Commitment of such Bank, as the case may be, and be payable in the aggregate principal amount of the A Term Loans or the B Term Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final A Term Loan Maturity Date with respect to the A Term Loans and the Final B Term Loan Maturity Date with respect to the B Term Loans represented thereby, as the case may be, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest onas provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the Swing Loans case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to it by the Swing Line Lender; provided, however, that the decision any transfer of any Lender of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's or any Credit Party's obligations hereunder or under the Swing Line Lender to not request a Note shall other applicable Credit Documents in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon (a) At the request of any Lender or Bank, the Swing Line Lender, (i) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Company’s Borrower's obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Revolving LenderBank to the Borrower shall be evidenced (i) if A Term Loans, (ii) by a promissory note duly executed and delivered by the Company will execute and deliver to such Term Lender a Term Facility Note Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each an "A Term Note" and, and interest oncollectively, the "A Term Loans made to it by such Term LenderNotes"), (iiiii) if applicableB Term Loans, by a promissory note duly executed and delivered by the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each a "B Term Note" and, and interest oncollectively, the Canadian "B Term Notes"), (iii) if Revolving Loans made to them Loans, by such Lender, a promissory note duly executed and (iv) delivered by the Company will execute and deliver to Borrower substantially in the Swing Line Lender a Swing Line Note form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The A Term Note issued by the Borrower to evidence any Bank that has an A Term Loan Commitment or outstanding A Term Loans shall (i) be executed by the Company’s obligation Borrower, (ii) be payable to pay the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the A Term Loan Commitment of such Bank on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the outstanding A Term Loans of such Bank at such time), (iv) mature on the A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (c) The B Term Note issued by the Borrower to any Bank that has a B Term Loan Commitment or outstanding B Term Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the B Term Loan Commitment of such Bank on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the outstanding B Term Loans of such Bank at such time), (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) The Revolving Note issued by the Borrower to any Bank that has a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank at the time of issuance, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (e) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Bank and be dated the date of issuance, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal ofamount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and interest on, mandatory repayment as provided in Section 4.02 and (vii) be entitled to the Swing Loans made to it benefits of this Agreement and the Guaranties and be secured by the Swing Line Lender; provided, however, that Security Documents. (f) Each Bank will note on its internal records the decision amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any Lender or of its Notes endorse on the Swing Line Lender reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not request a Note shall affect the Borrower's obligations in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by respect of such Borrower to such Lender or the Swing Line LenderLoans.

Notes. Upon request of any Lender or the Swing Line Lender, (ia) the Company will execute and deliver to such Revolving Lender a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the CompanyThe Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to it Section 12.17 and shall, if requested by such Revolving Lender, also be evidenced (iii) in the Company will execute case of Term Loans, by a promissory note duly executed and deliver to such Term Lender a Term Facility Note delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of(each, and interest ona “Term Note” and, collectively, the “Term Loans made to it Notes”) and (ii) in the case of Revolving Loans, by such Term Lendera promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, (iii) if applicable, the Canadian Borrowers will execute and deliver to each Canadian Lender a CDOR Note and a Canadian Base Rate Note with blanks appropriately completed in conformity herewith to evidence their obligation to pay the principal of(each, and interest ona “Revolving Note” and, collectively, the Canadian “Revolving Notes”). (b) The Term Note issued to each Lender that has outstanding Term Loans made to them by such Lender, and shall (ivi) the Company will execute and deliver to the Swing Line Lender a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Company’s obligation to pay the principal of, and interest on, the Swing Loans made to it be executed by the Swing Line Lender; providedBorrower, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from any Borrower’s obligation to repay the Loans and other amounts owing by such Borrower (ii) be payable to such Lender or its registered assigns and be dated the Swing Line LenderInitial Borrowing Date, (iii) be in a stated principal amount equal to the outstanding Term Loans of such Lender and be payable in the outstanding principal amount of Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender that has a Revolving Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Credit