Common use of Notes Clause in Contracts

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay The indebtedness of the principal of, and interest on, Borrower resulting from the Committed Loans made to the Borrower by each Lender Bank that requests such a promissory note shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note of the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (orBank and otherwise duly completed, if requested by such Lender, to such Lender and its registered assigns) in substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable A (each a “Committed Loan Note”). (b) Each Lender will note on its internal records The indebtedness of the amount of each Borrower resulting from any Money Market Loan made to the Borrower by it and each payment in respect thereof and prior any Bank that requests such a promissory note shall be evidenced by a promissory note of the Borrower payable 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 Borrower’s obligations in respect order of such Loans. For Bank and otherwise duly completed, in substantially the avoidance form of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlExhibit B (a “Money Market Note”). (c) Notwithstanding anything All Loans made by each Bank and all adjustments required by conversion of such Loans, and all payments and prepayments made on account of principal thereof, shall be recorded by such Bank on its books. Prior to the contrary contained above in this Section 2.05 or elsewhere in this Agreementtransfer by any Bank of any of its Notes, Notes a record of the Loans evidenced thereby shall only be delivered to Lenders that at any time specifically request endorsed by such Bank on the delivery schedule attached thereto and forming a part of such Notes. No Note; provided, that the failure of by any Lender Bank to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. (d) The Administrative Agent shall maintain the Register pursuant to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementSection 13.5(c), and shall not subaccounts for each Bank, in which it will record the information provided in Section 13.5(c) to be recorded with respect to each Bank’s Credit Exposure (including, without limitation, the principal amounts, stated interest, interest periods, applicable terms (if any) and types of Loans comprising such Credit Exposure), as well as the amount of any way affect sum received by the security or guarantees therefor provided pursuant to Administrative Agent hereunder from the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanseach Bank’s share thereof.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to pay such Lender resulting from each Loan made by such Lender, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Loans made by Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender shall be evidenced in hereunder and (iii) the Register maintained amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this Section 13.04 2.02(d) shall be prima facie evidence of the existence and shall, if requested amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by such ▇▇▇▇▇▇, also it be evidenced by a promissory noteNote. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note Note payable to such Lender (or, if requested by such Lender, to the order of such Lender and its registered assigns) substantially in the form of Exhibit B-1A dated, Exhibit B-2 or Exhibit B-3in the case of (i) any Lender party hereto as of the date of this Agreement, as applicable of the date of this Agreement or (each ii) any Lender that becomes a “Note”party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). . In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Each or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender will note on in a principal amount equal to its internal records the amount Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of transfer, may be endorsed by such Lender on a schedule attached to such Note or any of its Notes will endorse continuation thereof or on the reverse side thereof the outstanding principal amount of Loans evidenced therebyany separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. For Loans or affect the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery validity of such Notes. No failure of transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) ▇▇▇▇▇▇▇▇Each 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 Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Borrowers’ obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 Borrower the Borrowers shall affect or in any manner impair the joint and several obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that 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 (bd). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’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 Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note duly executed and delivered by Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay Upon the principal of, and interest onrequest of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of such event, Borrower shall promptly prepare, execute and deliver Lender in an aggregate principal amount equal to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)’s Commitment. (b) Each Lender will note on its internal records Upon the amount request of each Loan the Swingline Lender, the Revolving Credit Loans made by it and each payment the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of the Swingline Lender, in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding an aggregate principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, equal to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlSwingline Loan Ceiling. (c) Notwithstanding anything Each Lender is hereby authorized by the Borrowers to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be endorse on a schedule attached to each Note delivered to Lenders that at any time specifically request the delivery such Lender (or on a continuation of such Notes. No schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to request make such a notation or obtain a Note evidencing its Loans to Borrower any error therein shall not affect or in the obligation of any manner impair the obligations of Borrower to pay repay the Revolving Credit Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence like tenor at such LoansLender’s expense.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Syndicated Loans to Section 13.04 and shall, if requested be made by such ▇▇▇▇▇▇, also Lender Group to the Borrower shall be evidenced by a promissory notenotes. In such eventSwingline Loans and Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall promptly prepare, execute and deliver issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender a promissory note payable to Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, to such Lender Funding Agent and its registered assigns); (b) substantially bear interest in accordance with the provisions hereof; (c) be in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable attached hereto (each a “Note”with blanks appropriately completed in conformity herewith). ; and (bd) Each Lender will note on its internal records the amount of each Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request 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 Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced (i) in the case of a Term Loan, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇At the request of any Lender, the Company’s obligation to pay the principal of, and interest on, the Loans made by each such Lender to the Company shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Company substantially in the form of Exhibit B-1B with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note” and, collectively, the “Notes”). (b) The Note issued by the Company to any Lender shall (i) be executed by the Company, (ii) be payable to the order of such Lender and be dated the date of issuance, (iii) be in a stated principal amount equal to the aggregate initial principal amount of the Loans of such Lender, (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 Guarantees and be secured by the Security Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes 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 Borrowerthe Company’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to Borrower the Company shall affect or in any manner impair the obligations of Borrower the Company to pay the Loans (and all related Obligations) incurred by Borrower the Company which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees Guarantees therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that 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 (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Company shall (at its expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Syndicated Loans to Section 13.04 and shall, if requested be made by such ▇▇▇▇▇▇, also Lender Group to the Borrower shall be evidenced by a promissory notenotes. In such eventSwingline Loans and Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall promptly prepare, execute and deliver issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender a promissory note payable to Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, to such Lender Funding Agent and its registered assigns); (b) substantially bear interest in accordance with the provisions hereof; (c) be in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable attached hereto (each a “Note”with blanks appropriately completed in conformity herewith). ; and (bd) Each Lender will note on its internal records the amount of each Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request 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 Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Notes. (a) ▇▇▇▇▇▇▇▇Each 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 Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, 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.

Notes. (a) ▇▇▇▇▇▇▇▇Each 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 Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, 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.

Notes. (a) The Loans funded by each Lender shall be evidenced by one or more accounts or records maintained by such ▇▇▇▇▇▇ and by Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 13.14(d). The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any ▇▇▇▇▇▇ and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Upon the request of any Lender made through Administrative Agent, each Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such ▇▇▇▇▇▇’s obligation Loans in addition to pay such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be in the amount of the applicable Lender’s Lender Commitment; (b) be payable to such Lender at the principal of, office of the Administrative Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and interest on, the Loans (e) be made by each Lender the Borrowers. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory notenote of each such Qualified Borrower. In such event, Each Qualified Borrower Note shall promptly prepare, execute and deliver (a) be in the amount of the Loans to be advanced to such Lender a promissory note Qualified Borrower; (b) be payable to such Lender the Administrative Agent for the account of the Lenders, at the principal office of Administrative Agent; (or, if requested by such Lender, to such Lender and its registered assignsc) substantially bear interest in accordance with Section 2.06; (d) be in the form of Exhibit B-1O attached hereto (with blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, Exhibit B-2 or Exhibit B-3from time to time, as applicable (each a “Note”). (b) Each Lender will note on its internal records upon the amount request 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 Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtaffected Lender, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, reissue new 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.14 hereof, in renewal of and shall not in any way affect substitution for the security or guarantees therefor provided pursuant Note previously issued by the Borrowers to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansaffected Lender.

Notes. (a) ▇▇▇▇▇▇▇▇Each 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 Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.16 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Note 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 outstanding Tranche A Loans or Tranche B Loans of such Lender and be payable in the outstanding principal amount of 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 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 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 will 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only 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 which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Loans 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementmature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansMaturity Date.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of a Term Loan, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and Loan shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by the Borrower substantially in the form of Exhibit B-1F with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the participation of such Lender in the Loan on the date of issuance thereof, (iv) mature on the Final Payment Date, (v) bear interest as provided in Clause 7 (Interest), (vi) be subject to voluntary prepayment and mandatory repayment as provided in Section 4 (Repayment and Prepayment) and (vii) be entitled to the benefits of this Agreement and the other Finance Documents. (c) Each Lender will note on its internal records the amount of each its participation in the Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Note, endorse on the reverse side thereof the outstanding principal amount of Loans its participation in the Loan 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. For the avoidance of doubt, to the extent Loan or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlportion thereof. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 Clause 4.1 or elsewhere in this Agreement, Notes a Note shall only be delivered only to Lenders a Lender that at any time specifically request requests the delivery of such NotesNote. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower participation in the Loan shall affect or in any manner impair the obligations of the Borrower to pay the Loans Loan or any portion thereof (and all related Obligationsobligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Finance Documents. Any Lender that does not have a Note evidencing its outstanding Loans participation in the Loan shall in no event be required to make the notations otherwise described in the preceding clause paragraph (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loansparticipation in the Loan, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount provided that, in the case of a substitute or amounts replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to evidence the Borrower and such Loansrequesting Lender, and duly executed by such requesting Lender. (e) On the Effective Date or as soon thereafter as practicable, the Original Lender shall surrender any promissory note made by the Borrower to the Original Lender; provided that the Original Lender may request a Note in accordance with the preceding provisions of this Clause 4.1 (Notes).

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note or any Qualified Borrower payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A-2 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower or the applicable Qualified Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in any way affect be due and payable, together with accrued interest thereon, on the security earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or guarantees therefor provided pursuant to (ii) the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans Maturity Date. (f) There shall in be no event be required to make the notations otherwise described more than fifteen (15) (twenty (20) in the preceding clause event Borrower exercises its option to increase the Commitments under Section 2.1(b)) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any one time, of which, no more than five (b). At any time when any Lender requests the delivery 5) Euro-Dollar Groups of a Note to evidence any Loans may be Alternate Currency Loans with Interest Periods of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansless than one (1) month.

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to Borrower the Borrowers shall affect affect, or in any manner impair impair, the joint and several obligations of Borrower the Borrowers to pay repay the Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Borrowers shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Committed Loans made by each Lender to an Obligor shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a single promissory note payable to of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) Obligor in substantially in the form of Exhibit B-1A, Exhibit B-2 dated (i) the Closing Date or Exhibit B-3(ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, as applicable (each payable to the order of such Lender in a “Note”). (b) Each Lender will note on principal amount equal to its internal records the amount Commitment and otherwise duly completed. The date, amount, Type, interest rate and Interest Period, if any, of each Committed Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Committed Note, and, prior to any transfer of any of its Notes will endorse transfer, endorsed by such Lender on the reverse side thereof the outstanding principal amount of Loans evidenced therebyschedule attached to such Committed Note or any continuation thereof. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Obligor's obligations in respect of such Loans. For , or affect the avoidance validity of doubt, to the extent such transfer by any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLender of such Note. (cb) Notwithstanding anything The Competitive Loans made by each Lender to an Obligor shall be evidenced by a single promissory note of such Obligor in substantially the form of Exhibit B, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b) or (iii) the date that the Company designates a Designated Subsidiary pursuant to Section 2.10, payable to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery order of such NotesLender in a principal amount equal to the Aggregate Commitments and otherwise duly completed. No failure The date, amount, Type, interest rate and Interest Period of each Competitive Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Competitive Note, and, prior to any transfer, endorsed by such Lender on the schedule attached to such Competitive Note or any continuation thereof. Failure to make any such notation shall not affect the Obligor's obligations in respect of such Loans, or affect the validity of such transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by the Borrower substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Initial Borrowing Date (or, in the case of 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 Commitment of such Lender and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the 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. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only 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 which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans and Commitments made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event(i) in the case of Term Loans, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Term Note” and collectively, the “Term Notes”) and (ii) in the case of Revolving Loans and Revolving Loan Commitments, 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”). (b) 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 will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans and/or Commitments 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLoans and/or Commitments. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only 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 and/or Commitments 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 that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans and/or Commitments shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its LoansLoans and/or Commitments, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans and/or Commitments; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) ▇▇▇▇▇▇▇▇’s If a Lender so requests in writing, the Borrower's obligation to pay the principal of, and interest on, repay the Loans made by each of such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver single Note payable to the order of such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on its internal records may, by notice to the amount Borrower and the Administrative Agent, request that the Borrower's obligation to repay such Lender's Loans of a particular Type or Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it relates solely to Loans of the relevant Type or Class. Each reference in this Agreement to the "Note" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Promptly after it receives any Lender's Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, Class and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to each such Loan then outstanding; provided that a Lender's failure to make any such notation (or any error in making) any such notation recordation or endorsement shall not affect the Borrower’s 's obligations in respect of such Loans. For hereunder or under the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (such schedule as and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansrequired.

Notes. (a) ▇▇▇▇▇▇▇▇’s To further evidence its obligation to pay repay the principal ofSenior Loans, and with interest onaccrued thereon, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute issue and deliver to such Lender each Senior Lender, no later than two (2) Business Days prior to the date of each Disbursement, a non-negotiable promissory note payable (pagaré a la orden) issued by the Borrower and guaranteed (avalado) by the Sponsor and the Sponsor Guarantor in favor of the relevant Senior Lenders in a principal amount equal to the principal amount of the Disbursement requested from such Lender (or, if requested by such Senior Lender, in each case, subject to such Lender the laws of the Country and its registered assigns) substantially in the form of Exhibit B-1Schedule 12 (Form of Note) (collectively, Exhibit B-2 or Exhibit B-3, as applicable (each a the “NoteNotes”). (b) Each Upon repayment in full of the principal and interest of its Senior Loan, the relevant Senior Lender will note on its internal records shall return all Notes relating to such Senior Loan to the amount of each Loan made by it and each payment in respect thereof and prior to any transfer Borrower marked “Cancelled.” (c) Neither the execution, delivery or participation of any Note, or the commencement of any judicial enforcement proceeding or exercise of any other right or remedy in connection with any Note, nor the total or partial collection of any Note shall be deemed to be a waiver of any right of any Senior Lender under, or an amendment of any term or condition of, this Agreement, the Senior Loan Agreements or any other Financing Document, including with respect to the governing law thereof. The rights and claims of any Senior Lender under the Notes shall not replace or supersede any rights and claims of such Senior Lender under this Agreement and its Notes will endorse on Senior Loan Agreement; provided that payment of any part of the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or Note and any error payment of interest thereunder in such notation shall not affect Borrower’s obligations in respect accordance with the terms of such Loans. For the avoidance of doubtthis Agreement and its Senior Loan Agreement shall, to the extent any conflict arises between that such payment would discharge the records maintained pursuant to Borrower’s obligations under this Section Agreement and its Senior Loan Agreements in respect of the Registerpayment of the principal or interest of a Senior Loan evidenced by such Note, the Register shall controldischarge such obligation pro tanto. (cd) Notwithstanding anything Upon receipt by the Borrower of a certificate of any Senior Lender as to the contrary contained above in this Section 2.05 loss, theft, destruction 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 mutilation of any Lender to request or obtain a Note evidencing its Loans to Note, the Borrower shall affect execute and deliver in lieu thereof a new Note on the same terms as the Note so replaced. (e) Upon receipt by the Borrower of a notice from any Senior Lender stating that a Senior Lender shall sell, transfer, assign or in otherwise dispose of its rights or obligations under this Agreement or any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby other Financing Document in accordance with clause (b) of Section 7.07 (Successors and Assignees) and the requirements of this applicable Senior Loan Agreement, and shall not in any way affect identifying the security purchaser, assignee or guarantees therefor provided pursuant to transferee, the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute new Notes in favor of such purchaser, assignee or transferee satisfactory to such Senior Lender to substitute for the Notes previously delivered to such Senior Lender (the “Replaced Notes”). The Senior Lender and deliver the Borrower shall thereafter cooperate for the prompt and contemporaneous (i) delivery of the Replaced Notes to the respective Borrower for cancellation and (ii) delivery of the new Notes to the relevant Senior Lender in exchange for the requested Note in the appropriate amount or amounts to evidence such LoansReplaced Notes.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the applicable Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (orAdministrative Agent, if requested by such Lender, to such Lender and its registered assigns) substantially in on behalf of the form Lenders for the account of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)their respective Lending Offices. (b) Notwithstanding Section 2.4(a) above, each Lender may, by notice to any Borrower and Administrative Agent, request that its Loans to any Borrower be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by such Borrower pursuant to Section 2.4(a) above shall not include or evidence the Loans made by such Lender to such Borrower. Each such Note shall be modified to reflect the fact that it evidences solely Loans made by the applicable Lender. Any additional costs incurred by Administrative Agent, such Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Lender shall return such Note to the applicable Borrower. (c) Upon receipt of the Note issued pursuant to Section 3.1(a), Administrative Agent shall forward a copy of such Note to each Lender. Administrative Agent shall record on such Note or in its records the date, amount, type and maturity of each Loan made by each Lender and the date and amount of each payment of principal made by the applicable Borrower with respect thereto, and may, if Administrative Agent so elects in connection with any transfer or enforcement of such Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of Administrative Agent to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder or under any Notes. The Borrower hereby irrevocably authorizes Administrative Agent so to endorse such Note and to attach to and make a part of such Note a continuation of any such schedule as and when required. (d) Upon receipt of any Lender’s Note pursuant to Section 2.4(b) above, Administrative Agent shall forward such Note to such Lender. Each Lender will note on its internal records shall record the amount date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the applicable Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to make any each such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For Loan then outstanding; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of any Borrower hereunder or under the Note. Each Lender is hereby irrevocably authorized by each Borrower so to pay the endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (e) The Committed Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementshall mature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansMaturity Date.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Any Lender may request that Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also it be evidenced by a single promissory note. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in substantially in the form of Exhibit B-1A, Exhibit B-2 or Exhibit B-3dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as applicable of the date of this Agreement and (each ii) any Lender that becomes a “Note”party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. If any Lender’s Maximum Credit Amount is decreased for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise). (b) Each , the Borrower shall upon request deliver or cause to be delivered on the effective date of such decrease, a new Note payable to any Lender will note on who requested a Note hereunder in a principal amount equal to its internal records Maximum Credit Amount after giving effect to such decrease, and otherwise duly completed, and such Lender agrees to promptly thereafter return the amount previously issued Note held by such Lender marked canceled or otherwise similarly defaced. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by it each Lender that receives a Note, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of transfer, may be endorsed by such Lender on a schedule attached to such Note or any of its Notes will endorse continuation thereof or on the reverse side thereof the outstanding principal amount of Loans evidenced therebyany separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. For Loans or affect the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery validity of such Notes. No failure of transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) ▇▇▇▇▇▇▇▇’s The obligation of Borrower to pay the principal of, and interest on, repay the Loans made by each Lender and to pay interest thereon at the rates provided herein shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1D (individually, Exhibit B-2 or Exhibit B-3a "Note") which note shall be (i) payable to the order of such Lender, as applicable (ii) in the amount of such Lender's Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. Borrower authorizes each a “Note”). (b) Each Lender will note to record on its internal records the schedule annexed to such Lender's Note the date and amount of each Loan made by it such Lender and of each payment in respect thereof or prepayment of principal thereon made by Borrower, and prior to agrees that all such notations shall constitute prima facie evidence of the matters noted; provided, however, that any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure failure by a Lender to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect the Obligations. Borrower further authorizes each Lender to attach to and make a part of such LoansLender's Note continuations of the schedule attached thereto as necessary. For the avoidance of doubtIf, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure of because any Lender designates separate Applicable Lending Offices for Base Rate Loans or LIBOR Loans, such Lender requests that separate promissory notes be executed to request or obtain a Note evidencing its Loans evidence separately such Loans, then each such note shall be in the form of Exhibit D, mutatis mutandis to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementreflect such division, and shall not in any way affect the security or guarantees therefor provided pursuant be (w) payable to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described order of such Lender, (x) in the preceding clause amount of such Lender's Commitment, (b)y) dated the Closing Date and (z) otherwise appropriately completed. At any time when any Lender requests the delivery of Such notes shall, collectively, constitute a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such eventnote duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 or Exhibit B-2, Borrower shall promptly preparewith blanks appropriately completed in conformity herewith, execute and deliver to such Lender (i) in the case of Revolving Loans, by a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will shall note on its internal records the amount of each the Loan made by it and each payment in respect thereof 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. For the avoidance of doubt, to the extent Loans or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlrelated Obligations. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that 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 Loan (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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. (e) There shall only be delivered to Lenders that no more than ten (10) Euro-Dollar Groups of Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 or B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced stated in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such ▇▇▇▇▇▇, shall also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender stated in a promissory note payable to such Lender (or, if requested duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan Loans made by it (as well as any increase thereto as a result of the payment of PIK Interest) 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement2.05, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No no failure of any Lender to request obtain, maintain or obtain produce a Note evidencing its Loans to Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby stated therein in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests becomes a party to this Agreement, the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested a Note in an amount equal to the appropriate aggregate principal amount of the Loans made or amounts to evidence held by such LoansLender.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans each Loan made by each any Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a corresponding promissory note payable duly executed and delivered on the Funding Date by the Borrower to such Lender (or, if requested by such each Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). If any Note is lost, stolen, or destroyed, the Borrower shall issue a replacement Note or Notes immediately upon request of the relevant Lender. The execution and delivery by the Borrower of the Notes shall not limit, reduce or otherwise affect the Obligations of the Borrower, and the rights and claims of the Lenders under any Note shall not replace or supersede the rights and claims of any Lender under this Agreement. In the event of a conflict between the terms of this Agreement and any Note, the terms of this Agreement shall prevail. (b) Each Lender will note on its internal records After the amount effectiveness of each Loan an assignment 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 Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and 12.3, promptly after receipt of a request by the Registerapplicable assignee, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective applicable assignee, in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to the assigning Lender the requested pursuant to this Section 2.4, a new Note in substantially the appropriate amount form of Exhibit B payable to such assignee, dated as of the date of the applicable Borrowing and otherwise duly completed. In the case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower shall also execute and deliver to such assigning Lender, in exchange for the existing Note evidencing the Loans so assigned theretofore delivered to the assigning Lender pursuant to this Section 2.4, a new Note in substantially the form of Exhibit B payable to such assigning Lender, dated as of the date of the applicable Borrowing and otherwise duly completed. Any and all costs and expenses that arise from this exchange of Notes shall be borne by the Assignee or amounts to evidence such Loansthe assigning Lender.

Notes. (a) ▇▇▇▇▇▇▇▇Each 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 Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “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 will, prior to any transfer of any of its Notes will 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only 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 which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Loans, provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the Register ordinary course of business. The accounts or records maintained by the Administrative Agent pursuant and each Lender shall be conclusive absent demonstrable error of the amount of the Loans made by the Lenders to Section 13.04 the Borrowers and shallthe interest and payments thereon. Any failure to so record or any error in doing so shall not, if requested by such ▇▇▇▇▇▇however, also be evidenced by a promissory notelimit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such eventmatters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error. In addition to such accounts or records, upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall promptly prepare, execute and deliver to such Lender (through the Administrative Agent) a promissory note payable NY Law Note, which shall evidence such Lender’s Loans. Each Lender may attach schedules to its Note and endorse thereon the date, type, amount and maturity of its Loans and payments with respect thereto; provided that BVI Borrower is promptly given a copy of any such schedule and any updates made thereto. The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other Obligation under or in respect of this Agreement or any Loan, even if any such event has occurred due to acts attributable to any of the Lenders or the Administrative Agent. If a Note is mutilated, the applicable Borrower shall issue and deliver a new Note of the same principal amount and maturity as the mutilated Note, provided that such mutilated Note shall be returned to such Borrower. If a Note is lost, stolen or destroyed, the applicable Borrower shall, promptly upon the written request of the Administrative Agent, issue and deliver to the applicable Lender (ora new Note of the same principal amount and maturity as the lost, if requested by such Lender, stolen or destroyed Note subject to receipt of a customary lost note affidavit from such Lender and its registered assignsindemnity satisfactory to the Borrowers and the Administrative Agent, and the satisfaction by the applicable Lender of any other action or requirement that may be applicable according to the Applicable Law. In the event that one or more Notes shall be issued after the date hereof, it shall not be necessary to tender or present any such Note to the Administrative Agent for any payment hereunder, except in connection with (but, for the avoidance of doubt, subject to) the payment in full of the Obligations thereunder. (b) The Peru Borrower shall promptly, and in any event within five (5) Business Days of (i) the disbursement of any Peru Loan, (ii) notice of the effectiveness of the assignment of any Peru Loan in accordance with Section 12.07, or (iii) the creation of any new Class of Peru Loans, as applicable, deliver to the Administrative Agent in escrow each of (A) an executed blank Peru Law Note substantially in the form of Exhibit B-1A-2 hereto and (B) an executed blank Peru Law Note substantially in the form of Exhibit A-4 hereto, Exhibit B-2 or Exhibit B-3in each case, as applicable together with (each a “Note”). (bC) Each Lender will note on its internal records the amount executed Peru Completion Agreements in favor of each Loan made by it and each payment Lender holding the applicable Class of Peru Loans, in respect thereof and prior the case of the foregoing clause (ii), subject to any transfer the surrender of any Peru Law Notes held by the Administrative Agent in escrow on behalf of any Lender that assigns 100% of its outstanding Peru Loans in connection with such assignment; provided that (i) no such Peru Law Note or Peru Completion Agreement shall be effective until released from escrow in accordance with Section 9.02(e) and (ii) at no time shall the Peru Borrower be required to deliver more Peru Law Notes will endorse on or Peru Completion Agreements than are necessary to ensure that each Lender has one original of each of the reverse side thereof documents described in the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations foregoing clauses (A) through (C) in respect of such Loans. For the avoidance each Class of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlPeru Loans it holds. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation a. All Notes issued by the Issuer under this Agreement pursuant to pay a Commercial Paper Program shall be promissory notes having a maturity, at the principal oftime of issuance and upon any renewal thereof, not exceeding 365 days, and interest on, the Loans made by each Lender shall be evidenced in exempt from the Register maintained registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and from applicable state securities laws. The Notes may be placed by dealers (the Administrative Agent “Dealers” ) pursuant to Section 13.04 and shall4 hereof. The Notes shall be issued in book-entry form as provided in sub-paragraph (b) below. b. The Notes shall not be issued in physical form, if requested by such ▇▇▇▇▇▇, also but their aggregate face amount shall be evidenced represented by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory master note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assignsthe “Master Note” ) substantially in the form of Exhibit B-1A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company ( “DTC” ). Agent shall maintain the Master Note in safekeeping, Exhibit B-2 or Exhibit B-3in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Notes shall be subject to DTC’s rules and procedures, as applicable (each a “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 amended from time to any transfer time. Agent shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Notes, or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtfor maintaining, to the extent any conflict arises between supervising or reviewing the records maintained pursuant of DTC or its participants with respect to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure In connection with DTC’s program, the Issuer understands that as one of any Lender the conditions of its participation therein it shall be necessary for the Issuer and Agent to request or obtain enter into a Note evidencing its Loans Letter of Representations, in the form of Exhibit B hereto, and for DTC to Borrower shall affect or in any manner impair the obligations receive and accept such Letter of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in Representations. In accordance with DTC’s program, the requirements Issuer shall obtain from the CUSIP Service Bureau a written list of this AgreementCUSIP numbers for the Notes, and shall not in any way affect deliver such list to DTC and to Agent. The CUSIP Service Bureau shall ▇▇▇▇ the security Issuer directly for the fee or guarantees therefor provided pursuant to fees payable for the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make list of CUSIP numbers for the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNotes.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal ofEach Lender's Tranche A Term Loans, ------ Tranche B Term Loans and interest on, the Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver separate Note (in the form applicable to such Lender a promissory note Class) payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to (i) in the case of its Note evidencing Tranche A Term Loans or Tranche B Term Loans, the aggregate principal amount of Term Loans of such Class made by such Lender (oror its predecessor in interest) on the Effective Date, if requested by such Lenderor (ii) in the case of its Note evidencing Revolving Loans, to the aggregate Commitment of such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)such Class. (b) Each Lender will note on may, by notice to the Borrower and the Agent, request that its internal records Loans of a particular Type and Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto applicable to the relevant Class with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to the "Note" or "Notes" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Lender's Note or Notes pursuant to Section 3.01(b), the Agent shall mail such Note or Notes to such Lender. Each Lender shall record the date and amount of each Loan made by it and the date and amount of each payment in of principal made by the Borrower with respect thereof thereto, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any -------- Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to pay the Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.12 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced if requested by any applicable Lender (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes the Borrower shall only be delivered required to deliver Notes to Lenders that at any time specifically promptly following request for 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no any event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers, joint and several, obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced in the case of Revolving Loans, by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1K, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”). Any Revolving Notes or other evidence of indebtedness issued under the Loan Documents need not be presented or surrendered for any payment made by any Agent, and the Agents shall not have any duty or responsibility with respect thereto. (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 Borrowerthe Borrower Agent’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower Agent shall affect affect, or in any manner impair impair, the obligations of the Borrower Agent to pay the Loans (and all related Obligations) incurred by the Borrower Agent which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documentsany Loan Document. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower Agent shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Term Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note” and, collectively, the “Term Notes”), and (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Revolving 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) 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 applicable Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 a Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by the applicable 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower shall affect affect, or in any manner impair 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 guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory notenote duly executed and delivered by the Borrower. In such eventTo the extent requested by any Lender, the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (oran Initial Note dated the Initial Borrowing Date, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B-1 hereto to evidence the Initial Loans made by such Lender to Borrower and with appropriate insertions (the “Initial Notes”). Unless converted to an Exchange Note or if the conditions to extension specified in Section 2.01(b) were not satisfied on the Initial Maturity Date (in which case the Initial Notes shall mature and be payable in cash on such date) and to the extent requested by any Lender, the Borrower shall execute and deliver to such Lender an Extended Note dated the Initial Maturity Date substantially in the form of Exhibit B-2 or Exhibit B-3hereto to evidence the Extended Loan made on such date, as applicable in the principal amount of the Initial Notes of Borrower held by such Lender on such date and with other appropriate insertions (each a collectively, the “NoteExtended Notes” and, together with the Initial Notes, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 guarantees guaranties therefor provided pursuant to the various Credit Bridge Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.12 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced if requested by any applicable Lender (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2 or B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes the Borrower shall only be delivered required to deliver Notes to Lenders that at any time specifically promptly following request for 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no any event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender to such Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) Borrower substantially in the form of Exhibit B-1B (except in the case of any Spanish Obligor to the extent execution of a promissory note would give rise to payment of stamp duty), Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Secured Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of EXHIBIT A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "NOTE" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; PROVIDED that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to pay such Lender resulting from each Loan made by such Lender, including the amounts of principal of, and interest onpayable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Loans made by Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender shall be evidenced in hereunder and (iii) the Register maintained amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the accounts maintained pursuant to this Section 13.04 2.02(d) shall be prima facie evidence of the existence and shall, if requested amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made by such ▇▇▇▇▇▇, also it be evidenced by a promissory noteNote. In such event, Borrower the Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note Note payable to such Lender (or, if requested by such Lender, to the order of such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 A or Exhibit B-3A-1, as applicable applicable, dated, in the case of (each i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a “Note”party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Revolving Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). . In the event that any Lender's Maximum Revolving Credit Amount increases or decreases for any reason (bwhether pursuant to Section 2.06, Section 12.04(b) Each or otherwise), the Borrowers shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to the order of such Lender will note on in a principal amount equal to its internal records the amount Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by it each Lender, and each payment in respect thereof and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of transfer, may be endorsed by such Lender on a schedule attached to such Note or any of its Notes will endorse continuation thereof or on the reverse side thereof the outstanding principal amount of Loans evidenced therebyany separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect Borrower’s any Lender's or the Borrowers' rights or obligations in respect of such Loans. For Loans or affect the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery validity of such Notes. No failure of transfer by any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, single Note made by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in Administrative Agent on behalf of the form Lenders for the account of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)their respective Lending Offices. (b) Notwithstanding Section 2.5(a) above, any Lender may, by notice to the Borrower and Administrative Agent, request that its Loan be evidenced by a separate Note payable to such Lender for the account of its Lending Office, in which event the Note made by the Borrower pursuant to Section 2.5(a) shall not include or evidence the Loans made by such Lender to the Borrower. Each such Note shall be modified to reflect the fact that it evidences solely the Loan made by the applicable Lender. Any additional costs incurred by Administrative Agent, the Borrower or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. If the Loan evidenced by such a Note are paid in full prior to the Maturity Date, the applicable Lender shall return such Note to the Borrower. (c) Upon receipt of the Note issued pursuant to Section 3.1(a), Administrative Agent shall forward a copy thereof to each Lender. Administrative Agent shall record such Note or in its records the date, amount, type and maturity of each Loan made by each Lender and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if Administrative Agent so elects in connection with any transfer or enforcement of such Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of Administrative Agent to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any Notes. The Borrower hereby irrevocably authorizes Administrative Agent so to endorse such Note and to attach to and make a part of such Note a continuation of any such schedule as and when required. (d) Upon receipt of any Lender’s Note pursuant to Section 2.5(b), Administrative Agent shall forward such Note to such Lender. Each Lender will note on its internal records shall record the amount date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount of Loans evidenced thereby. Failure foregoing information with respect to make any each such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For Loan then outstanding; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under such Note. The Borrower hereby irrevocably authorizes each Lender so to pay the Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal ofThe Tranche A Loans, Tranche B Loans and interest on, the Tranche C Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also each be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (orBank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Tranche A Loans, if requested by such Lender, to such Lender Tranche B Loans and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3Tranche C Loans, as applicable (each the case may be. Each reference in this Agreement to the "Notes" of a “Note”)Bank shall be deemed to refer to and include any or all of the Notes of such Bank described in this Section, as the context may require. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Tranche A Loans, Tranche B Loans and Tranche C Loans of a particular Type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01(a), the Documentation Agent shall forward such Notes to such Bank. Each Bank shall record the date, amount and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto on the appropriate Note, and may, if such Bank so elects in respect thereof and prior to connection with any transfer or enforcement of any of its Notes will Notes, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each Loan then outstanding principal amount thereunder; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to pay the Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Loans, Borrower shall promptly execute Notes a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanswhen required.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallAgent, if requested by such ▇▇▇▇▇▇, also request that each of its Loans be evidenced by a promissory noteNote in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested the event any Loans evidenced by such Lendera Note are paid in full prior to the applicable Maturity Date, any such Bank shall return such Note to the Borrower. Each such Lender and its registered assigns) Note shall be in substantially in the form of Exhibit B-1D hereto. Upon the execution and delivery of any such Note, Exhibit B-2 any existing Note payable to such Bank shall be returned to the Borrower and replaced or Exhibit B-3modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as applicable (each a “Note”)the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 3.1(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Tranche A-1 Loans 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementmature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.Tranche A-1

Notes. (a) ▇▇▇▇▇▇▇▇The 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 Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent The entries made in its internal records and any conflict arises between the records maintained notes by a Lender pursuant to this Section paragraph (b) and by the RegisterAdministrative Agent in the Register shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender to maintain such records or any error in such records by a Lender or by the Administrative Agent in the Register shall not in any manner affect the obligation of the Borrower to repay the Term Loans and pay interest thereon in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Administrative Agent and any Lender’s records, the Register of the Administrative Agent shall control.govern (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay 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 guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender be evidenced by a promissory note duly executed and its registered assigns) delivered by Borrower substantially in a form reasonably acceptable to the form of Exhibit B-1Administrative Agent, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Closing Date, (iii) be in a stated principal amount equal to the Lender’s pro rata share of the Loans and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the 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. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will 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 Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (bd). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Committed Loans shall be evidenced by promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to pay the principal oforder of the Lenders, dated as of the date hereof, and interest on, for each Lender in the Loans face amount of such Lender's Commitment (the "Committed Loan Notes"). The Competitive Bid Loan made by each Lender shall be evidenced in by promissory notes of the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallBorrower, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B hereto, Exhibit B-2 or Exhibit B-3with appropriate insertions, payable to the order of such Lender, dated as applicable of the date hereof and in the face amount of the Total Commitment (each a “Note”the "Competitive Bid Loan Notes"). (b) . Each Lender will note on its internal records is hereby authorized to record the date and amount of Committed Loans it makes and the date and amount of each payment of principal and interest thereon on a schedule annexed to its Committed Loan Note or maintained in connection therewith. Each Lender is hereby authorized to record the date and amount of each Competitive Bid Loan made by it such Lender, the maturity date thereof, the date and amount of each payment of principal and interest thereon and the interest rate with respect thereto on a schedule annexed to its Competitive Bid Loan Note or maintained in respect thereof and prior to connection therewith. Any such recordation by any transfer Lender shall constitute prima facie evidence of any the accuracy of its Notes will endorse on the reverse side thereof information so recorded; provided, however, that the outstanding principal amount of Loans evidenced thereby. Failure failure to make any such notation recordation or any error in any such notation recordation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of the Borrower to pay hereunder, under the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with Committed Loan Notes, or under the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansCompetitive Bid Loan Notes.

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Borrowers’ obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.02 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The 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 Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay 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 guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay Upon the request of any Lender, the principal of, and interest on, amount of the Loans made by each of such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory notenote of the Borrower maturing on the Maturity Date and designated as a Note. In Each Designated Lender who shall so request shall be issued a Note, in a maximum principal amount equal to such eventLender’s Allocation. Each Conduit Lender who shall so request shall be issued a Note in the amount of the Loans of such Conduit Lender and the Note of the Granting Lender shall be reduced by such amount. At the request and at the sole cost and expense of the Borrower, when the Borrower has paid a Note in full and the applicable Lender no longer has any Allocation outstanding, such Lender will promptly return such Note to the Agent, who will return such Note to the Borrower, against receipt therefor, marked “PAID IN FULL.” (b) If any Note shall promptly preparebecome mutilated, destroyed, lost or stolen, the Borrower shall, upon the written request of the holder of such Note, execute and deliver to such the Agent, who shall endorse and deliver to the applicable Lender in replacement thereof, a promissory note new Note, payable to the same holder in the same principal amount and dated the same date as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, such Lender (orNote shall be surrendered to the Borrower for cancellation. If the Note being replaced has been destroyed, lost or stolen, the holder of such Note shall furnish to the Borrower such indemnity as may be reasonably required by the Borrower to hold the Borrower harmless and evidence reasonably satisfactory to the Borrower of the destruction, loss or theft of such Note and of the ownership thereof; provided that if requested by the holder of such Note is a Designated Lender, to such the written undertaking of the Lender and its registered assigns) substantially in shall be sufficient indemnity for the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements purposes of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay 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 guarantees guaranties therefor provided pursuant to the various any Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b)Document. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender ▇▇▇▇▇▇ a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time a Lender to the extent such Lender specifically request requests 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay Upon the principal of, and interest onrequest of any Lender, the Loans made by each such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such eventRevolving Credit Note or ABL Term Note, Borrower shall promptly prepareas applicable, execute and deliver to such Lender a promissory note duly executed on behalf of the Borrowers, dated the Closing Date or the [date of effectiveness of the ABL Term Loan]Second Amendment Effective Date, payable to such Lender (or, if requested by in an aggregate principal amount equal to such Lender, to ’s Commitment or the original principal amount of such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3Lender’s ABL Term Loan, as applicable (each a “Note”)applicable. (b) Each Lender will note on its internal records Upon the amount request of each Loan the Swingline Lender, the Revolving Credit Loans made by it and each payment the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the Swingline Lender, in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding an aggregate principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, equal to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlSwingline Loan Ceiling. (c) Notwithstanding anything Each Lender is hereby authorized by the Borrowers to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be endorse on a schedule attached to each Note delivered to Lenders that at any time specifically request the delivery such Lender (or on a continuation of such Notes. No schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to request make such a notation or obtain a Note evidencing its Loans to Borrower any error therein shall not affect or in the obligation of any manner impair the obligations of Borrower to pay repay the Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence like tenor at such LoansLender’s expense.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 Agent, request that its Loans of a particular type (including, without limitation, Swingline Loans and shall, if requested by such ▇▇▇▇▇▇, also Money Market Loans) be evidenced by a promissory noteseparate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested the event any Loans evidenced by such Lendera Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Lender and its registered assigns) Note shall be in substantially in the form of Exhibit B-1A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, Exhibit B-2 any existing Note payable to such Bank shall be returned to Borrower and replaced or Exhibit B-3modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as applicable (each a “Note”)the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 3.1(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.3(b)(iii). (d) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (e) There shall be no more than ten (10) Euro-Currency Groups of Loans and no more than ten (10) Money Market Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Facility C Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained form of Exhibit A-1 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility C Commitment as originally in effect and otherwise duly completed. CREDIT AGREEMENT (b) The Facility D Loans made by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also each Lender shall be evidenced by a single promissory notenote of the Company substantially in the form of Exhibit A-2 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility D Commitment as originally in effect and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement or an error therein shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Note. (d) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitments, Loans and Notes pursuant to Section 11.06(b) hereof. (e) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility D Loans held by such Lender under this Agreement. In such eventLoans recorded on the Register ("REGISTERED LOANS") may not be evidenced by promissory notes other than Registered Notes as defined below and, Borrower upon the registration of any Facility D Loan, any promissory note (other than a Registered Note) evidencing the same shall promptly preparebe null and void and shall be returned to the Company. The Company agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans and registered as provided in Section 11.06(g) hereof (herein, a "REGISTERED NOTE"), dated the Effective Date, payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each otherwise duly completed. A Facility D Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse once recorded 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 Register may not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, be removed from the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only so long as it remains outstanding and a Registered Note may not be delivered to Lenders exchanged for a promissory note that at any time specifically request the delivery of such Notesis not a Registered Note. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.CREDIT AGREEMENT

Notes. (a) ▇▇▇▇▇▇▇▇The 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 Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. For In the avoidance event of doubt, to the extent any conflict arises between the a Lender’s internal records maintained pursuant to this Section and the Register, the Register shall control, absent manifest error. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay 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 guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Loans of each Bank to pay the principal of, and interest on, the Loans made by each Lender Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In single Note of such event, Borrower shall promptly prepare, execute and deliver payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Loans to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Borrower. (b) Each Lender will note on Bank may, by notice to a Borrower and the Administrative Agent, request that its internal records Loans of a particular type to such Borrower be evidenced by a separate Note of such Borrower in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank's Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it to each Borrower and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer or enforcement of its Note of any of its Notes will Borrower, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan to such Borrower then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to pay the Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements to attach to and make a part of this Agreement, any Note a continuation of any such schedule as and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansrequired.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Loans made by of each Lender shall be evidenced by a single Revolving Loan Note payable to the order of such Lender for the account of its Lending Office in an amount equal to the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by original principal amount of such ▇▇▇▇▇▇, also Lender's Commitment. The Settlement Loans shall be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Settlement Loan Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially the order of Wachovia in the form original principal amount of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)$10,000,000. (b) Upon receipt of each Lender's Notes pursuant to SECTION 9.01, the Agent shall deliver such Notes to such Lender. Each Lender (or Wachovia, with respect to the Settlement Loan Note) will note record either on its internal own books and records the amount of each Loan made by it and each payment in respect thereof or on Schedules attached to its Notes, at its option, and prior to any transfer of any of its Notes will transfer a copy of the relevant portions of its books and records or endorse on such schedules attached to its Notes appropriate notations to evidence; the reverse side thereof date, amount and maturity of, and effective interest rate for, each Loan made by it, and the outstanding principal date and amount of Loans evidenced therebyeach payment of principal made by the Borrower with respect thereto. Failure Such records, whether on the Lender's books and records or on Schedules to make the Notes will constitute prima facie evidence, in the absence of manifest error, of the respective principal amounts owing and unpaid on such Lender's Notes; provided that the failure of any such notation Lender to make, or any error in making, any such notation recordation or endorsement shall not affect Borrower’s obligations the obligation of the Borrower hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes, in respect the event such option is elected by such Lender, and to attach to and make a part of any Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section Schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything The Agent shall maintain on its books a control account for the Borrower in which shall be recorded (i) the date, amount, effective interest rate and maturity of each Revolving Loan and Settlement Loan made hereunder to the contrary contained above in this Section 2.05 or elsewhere in this AgreementBorrower, Notes shall only be delivered to Lenders that at any time specifically request (ii) the delivery of such Notes. No failure amount of any Lender principal, interest or fees due or to request become due from the Borrower on the Revolving Loans and the Settlement Loans and (iii) the amount of any sum received by the Agent hereunder in respect of any such principal, interest or obtain a Note evidencing its fees due on the Revolving Loans and Settlement Loans and each Lender's Commitment Percentage thereof. (d) The entries made in the accounts pursuant to paragraph (c) above shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of the Obligations of the Borrower shall affect or in therein recorded and any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementpayments thereon, and shall not in case of discrepancy between such accounts and the schedules to the Revolving Loan Notes maintained by any way affect the security or guarantees therefor provided Lender pursuant to paragraph (b) or between such accounts and the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make books and records of the notations otherwise described Borrower, in the preceding clause absence of manifest error, the control account maintained by the Agent pursuant to paragraph (b). At any time when any Lender requests the delivery of a Note c) above shall be controlling with respect to evidence any of its Loans, Borrower shall promptly execute Revolving Loans and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Settlement Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Facility A Loans made by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained form of Exhibit A-1 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and otherwise duly completed. (b) The Facility B Loan made by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also each Lender shall be evidenced by a single promissory notenote of the Company substantially in the form of Exhibit A-2 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Facility B Commitment as originally in effect and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation or endorsement or an error therein shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Note. (d) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitments, Loans and Notes pursuant to Section 11.06(b) hereof. (e) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility B Loans held by such Lender under this Agreement. In such eventLoans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, Borrower upon the registration of any Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall promptly preparebe null and void and shall be returned to the Company. The Company agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence such Registered Loans and registered as provided in Section 11.06(g) hereof (herein, a "Registered Note"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note. Credit Agreement 23 29 2.08 Optional Prepayments and Conversions or Continuations of Loans. Subject to Section 4.04 hereof, the Company shall have the right to prepay Loans, or to Convert Loans of one Type into Loans of another Type or Continue Loans of one Type as Loans of the same Type, at any time or from time to time, provided that: (ora) the Company shall give the Agent notice of each such prepayment, if requested by Conversion or Continuation as provided in Section 4.05 hereof (and, upon the date specified in any such Lendernotice of prepayment, the amount to such Lender be prepaid shall become due and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”payable hereunder).; (b) Each Lender will note Eurodollar Loans may be prepaid or Converted on its internal records any Business Day, provided that, if such prepayment or Conversion falls on a day other than the amount last day 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 Borrower’s obligations in respect of an Interest Period for such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register Company shall control.pay any and all amounts required by Section 5.05 hereof as a result thereof; and (c) Notwithstanding anything to prepayments of the contrary contained above in Facility B Loans under this Section 2.05 or elsewhere 2.08 shall be applied ratably as among the remaining installments of the Facility B Loans. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lenders under Section 9 hereof, in this Agreementthe event that any Event of Default shall have occurred and be continuing, 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans Agent may (and at the request of the Majority Lenders shall) suspend the right of the Company to borrow any Loan as a Eurodollar Loan or to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar Loan, in which event all related ObligationsEurodollar Loans outstanding shall be automatically Converted (on the last day(s) incurred by Borrower which would otherwise be evidenced thereby in accordance with of the requirements of this Agreementrespective Interest Periods therefor) to, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding all Base Rate Loans shall in no event be required to make Continued, as the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loanscase may be, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such as Base Rate Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s The Loans made by each Bank and Local Affiliate and the Letters of Credit issued by the Issuing Agent shall be evidenced by one or more accounts or records maintained by such Bank or the Issuing Agent, as the case may be, in the ordinary course of business. The accounts or records maintained by the Issuing Agent and each Bank shall be conclusive in the absence of manifest error as to the amount of the Loans made by the Banks to the Borrowers and the Letters of Credit issued for the account of the Borrowers, 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 all Loans made by each Lender shall a Bank or its Local Affiliate to such Borrower shall, upon request by such Bank or its Local Affiliate, be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall(i) if Revolving Loans, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver delivered to such Lender Bank by such Borrower in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Local Currency Loans, by a promissory note payable duly executed and delivered by such Borrower to such Lender (or, if requested by such Lender, to such Lender and Bank or its registered assigns) Local Affiliate substantially in the form of Exhibit B-1B-2 with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3a "Local Currency Note" and, as applicable (each a “Note”collectively, the "Local Currency Notes"). (bc) Each Lender Bank will, and will cause its Local Affiliates, if any, to, note on its or such Local Affiliate's internal records the amount of each Loan made by it or such Local Affiliate, as the case may be, and each payment and conversion in respect thereof and will prior to any transfer of any of its Notes will endorse or such Local Affiliate's Notes, if any, endorse, or cause its Local Affiliates to 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 's obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay i. Promptly following the principal of, and interest onrequest of any Lender, the Revolving Credit Loans made by each such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the First Amendment Effective Date, payable to such Lender in an aggregate principal amount equal to such Lender’s Commitment. ii. Upon the Register maintained request of the Swingline Lender, the Revolving Credit Loans made by the Administrative Agent pursuant Swingline Lender with respect to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also Swingline Loans shall be evidenced by a promissory noteSwingline Note, duly executed on behalf of the Borrowers, dated the First Amendment Effective Date, payable to the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. iii. In such event, Borrower shall promptly prepare, execute and deliver Each Lender is hereby authorized by the Borrowers to such Lender endorse on a promissory note payable schedule attached to each Note delivered to such Lender (oror on a continuation of such schedule attached to such Note and made a part thereof), if requested by or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Revolving Credit Loan from such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer prepayment of principal of any such Revolving Credit Loan, each payment of its Notes will endorse interest on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section Revolving Credit Loan and the Registerother information provided for on such schedule; provided, however, that the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure of any Lender to request make such a notation or obtain a Note evidencing its Loans to Borrower any error therein shall not affect or in the obligation of any manner impair the obligations of Borrower to pay repay the Revolving Credit Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. iv. Upon receipt of an affidavit and indemnity of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will promptly issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence like tenor at such LoansLender’s expense.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation The Borrower agrees that, upon the request to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallby any Lender, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, it will execute and deliver to such Lender Lender, as applicable, a promissory note payable to such Lender (or, if requested Note evidencing the Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to such Lender and its registered assigns) substantially the extent not inconsistent with the notations made by the Administrative Agent in the form Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of Exhibit B-1, Exhibit B-2 any Lender to make any such notations or Exhibit B-3, as applicable (each a “Note”)any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 13.08. (b) Each Lender will note on its internal records the amount of each Loan made by it and each The payment in respect thereof and prior to any transfer of any part of its Notes will endorse on the reverse side thereof principal of any Note shall discharge the outstanding principal amount obligation of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtBorrower under this Agreement pro tanto, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of such Notes. No failure payment of any Lender to request or obtain principal of a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby Loan in accordance with the requirements terms hereof shall discharge the obligations of the Borrower under the Notes evidencing such loans pro tanto. Notwithstanding the discharge in full of any Note, (i) if the amount paid or payable under any such Note is less than the amount due and payable in accordance with this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant Agreement with respect to the various Credit Documents. Any Loan evidence by such Note, to the fullest extent permitted under Applicable Law, the Borrower agrees to pay to the Administrative Agent upon demand such difference and (ii) if the amount paid or payable under any Note exceeds the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, each Lender that does not have a Note evidencing its outstanding Loans shall has received amounts under such Notes in no event be required excess of the amount due to make the notations otherwise described in the preceding clause (b). At any time when any such Lender requests the delivery of a Note to evidence any of its Loanshereunder agrees, Borrower shall promptly execute and deliver to the respective Lender fullest extent permitted by Applicable Law, to promptly pay such excess to the requested Note in the appropriate amount or amounts to evidence such LoansBorrower upon demand.

Notes. (a) ▇▇▇▇▇▇▇▇Subject to the provisions of the following clause (c), the Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender to the Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall(i) if B-1 Term Loans, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “B-1 Term Note” and, collectively, the “B-1 Term Notes”), and (ii) if B-2 Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “B-2 Term Note” and, collectively, the “B-2 Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it to the Borrower and each payment in respect thereof and will 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 notation, or any error in such notation notation, shall not affect the Borrower’s obligations in respect of such Loans. For Each Lender’s internal records of the avoidance amount of doubt, to the extent any conflict arises between the records maintained pursuant to this Section each Loan made by it and the Register, the Register each payment in respect thereof shall controlbe final and conclusive absent manifest error. (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 that with Loans of the respective Tranches which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans or 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 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and The Borrower shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepareon the Initial Advance Date, execute and deliver a Note to such Lender a promissory note payable to such Lender (or, each Funding Agent if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant requested to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of do so by such NotesFunding Agent. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, The Borrower shall promptly execute and deliver a Note to each new Funding Agent that requests a Note after the Closing Date. All Notes (under and as defined in the Original Agreement) delivered by the Borrower on the Original Closing Date shall be returned to the respective Borrower, or its designee, on the Closing Date. (b) The Advances and Yield thereon related to a Funding Group shall at all times (including after assignment pursuant to Section 15.1), to the extent a Note has been requested by a Funding Agent, be represented by such Note and/or a replacement Note therefor, payable to the order of the applicable requesting Funding Agent, for the benefit of the Lenders in such Funding Agent’s Funding Group. The Borrower hereby irrevocably authorizes each Funding Agent holding a Note to make (or cause to be made) appropriate notations on the grid attached to its Note (or on any continuation of such grid, or at any Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Advances evidenced thereby. Such notations shall be conclusive and binding for all purposes absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such bank resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) With respect to each Funding Agent that shall not have requested Note a Note, the Funding Agent shall maintain a register pursuant to Section 15.5(a) and a subaccount therein for each Lender in its related Funding Group, in which shall be recorded (i) the appropriate amount of each Advance made by such Lenders hereunder, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to such Lender hereunder and (iii) both the amount of any sum received by the Funding Agent hereunder from the Borrower and each such Lender’s share thereof. The entries made in such register and the accounts of each such Lender maintained pursuant to subsection (c) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any such Lender or its Funding Agent to evidence maintain the register or any such Loansaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Advances actually made to the Borrower by such Lender in accordance with the terms of this Agreement.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolver Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Revolver Loan Note payable to the order of such Lender (or, if requested Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Commitment. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $12,500,000. The Term Loan of each Bank shall be evidenced by a single Term Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount funded by such Lender, Bank on the Term Loan Commitment Date pursuant to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Section 2.14. (b) Each Lender will note on its internal records the amount Upon receipt of each Bank's Revolver Loan made by it and each payment in Note pursuant to Section 3.01 or Term Loan Note pursuant to Section 2.14, the Agent shall deliver such Note to such Bank. Each Bank (or Wachovia, with respect thereof to the Swing Loan Note) shall record, and prior to any transfer of any of its Notes will Note shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding date, amount and maturity of each Loan made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and, with respect to a Revolver Loan and Term Loan, whether such Loan is a Base Rate Loan or Euro-Dollar Loan (and as to Swing Loans, whether such Loans are Base Rate Loans or Set Rate Loans), and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's (or Wachovia's) Notes; provided that the failure of Loans evidenced thereby. Failure any Bank (or Wachovia) to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank (or Wachovia) to assign its Notes. Each Bank (and Wachovia) is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such Loansschedule as and when required. 6. For Amendment of Section 2.04. Section 2.04 of the avoidance of doubtCredit Agreement hereby is deleted, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.following is substituted therefor: Section

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay Upon the principal ofrequest of any Lender, and interest on, the the[ Revolving Credit] Loans made by each such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such eventRevolving Credit Note or ABL Term Note, Borrower shall promptly prepareas applicable, execute and deliver to such Lender a promissory note duly executed on behalf of the Borrowers, dated the Closing Date or the date of effectiveness of the ABL Term Loan Amendment, payable to such Lender (or, if requested by in an aggregate principal amount equal to such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)’s Commitment. (b) Each Lender will note on its internal records Upon the amount request of each Loan the Swingline Lender, the Revolving Credit Loans made by it and each payment the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the Swingline Lender, in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding an aggregate principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, equal to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlSwingline Loan Ceiling. (c) Notwithstanding anything Each Lender is hereby authorized by the Borrowers to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be endorse on a schedule attached to each Note delivered to Lenders that at any time specifically request the delivery such Lender (or on a continuation of such Notes. No schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each [Revolving Credit ]Loan from such Lender, each payment and prepayment of principal of any such [Revolving Credit ]Loan, each payment of interest on any such[ Revolving Credit] Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to request make such a notation or obtain a Note evidencing its Loans to Borrower any error therein shall not affect or in the obligation of any manner impair the obligations of Borrower to pay the repay the[ Revolving Credit] Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence like tenor at such LoansLender’s expense.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event(i) in the case of B Term Loans, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (oreach, if requested a “B Term Note”) and (ii) in the case of C Term Loans, a promissory note duly executed and delivered by such Lender, to such Lender and its registered assigns) the Borrower substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “C Term Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the All Loans made by each any Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory notenote of the Borrower. In such eventOn the date of the initial borrowing of Loans, the Borrower shall promptly prepare, execute and deliver to such the Agent for the account of each Lender a Revolving Note or Term Note, as the case may be, dated such date (together with all other promissory note payable notes accepted in substitution, renewal, or replacement therefor (including pursuant to such Lender (orSection 13), if requested by such Lenderindividually a “Note” and collectively the “Notes”), to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 I or Exhibit B-3J respectively hereto, with appropriate insertions and payable on its face to the order of such Lender on the Revolving Loan Termination Date or Term Loan Termination Date, as applicable (each a “Note”). (b) Each Lender will note on its internal records the case may be, in the principal sum of such Lender’s Revolving Loan Commitment or Term Loan Commitment, as the case may be, subject, however, to the limitation that the principal amount payable thereunder shall not at any time exceed the then unpaid principal amount of all Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make or cause to be made, at or about the time of each Revolving Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse it, an appropriate notation on the reverse side thereof grid attached to the outstanding Revolving Note payable to the order of such Lender, reflecting the unpaid principal amount of all Loans evidenced therebymade by such Lender. Failure Each Lender agrees to make or cause to be made, at or about the time of receipt of any payment of any principal of a Note payable to its order, an appropriate notation on the grid attached to such Revolving Note reflecting such payment. The aggregate unpaid amount of Loans set forth on the grid attached to each Note shall be conclusive evidence (absent manifest error) of the principal amount owing and unpaid on such Note. The failure so to record any such notation Loan or payment, or any error in so recording any such notation Loan or repayment, shall not not, however, limit or otherwise affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under any Note to pay repay the principal amount of the Loans (and together with all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansinterest accruing thereon.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, The Borrower shall promptly prepare, execute and deliver to the Administrative Agent for distribution to each Lender on the Closing Date and as otherwise required from time to time (including to each Lender’s assignees as may be requested in writing by such assignee and/or such assigning Lender from time to time in exchange for any existing Notes that are being replaced), a promissory note Note including its related Note Completion Agreement (for execution by the relevant Lender). Each Note shall be payable to such Lender (or, if requested by such Lender, to such the order of each Lender and its registered assigns) substantially payable on the date referred to in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Note Completion Agreement. (b) Each Lender will note on its internal records the amount of each Loan made by it The Borrower shall execute and each payment in respect thereof deliver any 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 Borrower’s obligations in respect of such Loans. For the avoidance of doubt, all amendments (to the extent applicable) to the Notes, or replace the Notes with amended Notes, and take all further action that may be necessary in the reasonable judgment of any conflict arises between Lender, or that any Lender may reasonably request from time to time, in order to ensure that the records maintained pursuant Notes duly reflect the terms of this Agreement. Each Lender shall be entitled to this Section have its Note together with the corresponding Note Completion Agreement substituted, exchanged or subdivided for a Note and the Register, corresponding Note Completion Agreement of lesser denomination in connection with a permitted assignment of all or any portion of such Lender’s share of the Register shall controlLoan and Notes. (c) Notwithstanding anything Each Lender shall be entitled to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of complete such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms of its related Note Completion Agreement. If the Administrative Agent, on behalf of a Lender, or any Lender in accordance with the terms of this Agreement, and exercises any right in any court in Peru under any Note delivered to such Lender pursuant to this Agreement, it shall not in any way affect the security or guarantees therefor provided pursuant be required for such purpose to evidence to the various Credit DocumentsBorrower that any condition herein has been fulfilled. Any Notwithstanding discharge in full of any Note, if the amount (including default interest) paid or payable to a Lender under such Note (whether arising from the enforcement thereof in Peru or otherwise) is less than the amount due and payable to such Lender in accordance with this Agreement with respect to the Loan, or portion thereof, evidenced by such Note, the Borrower agrees, to the fullest extent it may effectively do so, to pay to such Lender upon demand such difference. Notwithstanding article No. 1233° of the Peruvian Civil Code (Legislative Decree N° 295) of Peru, the obligations under any Note shall not be extinguished even if such Note is lost, destroyed or otherwise negatively affected. Within fifteen (15) Business Days after its receipt of notice that does not have a such Note evidencing its outstanding Loans has been lost, destroyed or otherwise negatively affected, the Borrower, at such Lender’s expense, shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender corresponding with such Note a replacement Note (in exchange for the requested existing Note, if available to such Lender); provided that, if such Note in the appropriate amount has been lost, destroyed or amounts otherwise negatively affected, such Lender shall within ninety (90) days after its receipt of such replacement Note initiate proceedings to evidence have such Loanslost Note declared void (declaración de ineficacia).

Notes. (a) ▇▇▇▇▇▇▇▇Each Borrower’s joint and several obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by each Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse record 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and The Borrower shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepareon the Initial Advance Date, execute and deliver a Note to such Lender a promissory note payable to such Lender (or, each Funding Agent if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant requested to this Section and the Register, the Register shall control. (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 that at any time specifically request the delivery of do so by such NotesFunding Agent. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, The Borrower shall promptly execute and deliver a Note to each new Funding Agent that requests a Note after the Closing Date. (b) The Advances and Yield thereon related to a Funding Group shall at all times (including after assignment pursuant to Section 15.1), to the respective extent a Note has been requested by a Funding Agent, be represented by such Note and/or a replacement Note therefor, payable to the order of the applicable requesting Funding Agent, for the benefit of the Lenders in such Funding Agent’s Funding Group. The Borrower hereby irrevocably authorizes each Funding Agent holding a Note to make (or cause to be made) appropriate notations on the grid attached to its Note (or on any continuation of such grid, or at any Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Advances evidenced thereby. Such notations shall be conclusive and binding for all purposes absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such bank resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) With respect to each Funding Agent that shall not have requested Note a Note, the Funding Agent shall maintain a register pursuant to Section 15.5(a) and a subaccount therein for each Lender in its related Funding Group, in which shall be recorded (i) the appropriate amount of each Advance made by such Lenders hereunder, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to such Lender hereunder and (iii) both the amount of any sum received by the Funding Agent hereunder from the Borrower and each such Lender’s share thereof. (d) The entries made in such register and the accounts of each such Lender maintained pursuant to subsection (c) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any such Lender or its Funding Agent to evidence maintain the register or any such Loansaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Advances actually made to the Borrower by such Lender in accordance with the terms of this Agreement.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, Any Bank Party may request that the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by and/or L/C Borrowings of such ▇▇▇▇▇▇, also Bank be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by Bank Party for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Bank Party’s Loans and/or L/C Borrowings. (b) Each Lender will note on Bank Party that has requested that its internal records Loans and/or L/C Borrowings be evidenced by a Note may, by notice to the Borrower and the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by a separate Note in an amount of each Loan made by it and each payment in respect thereof and prior equal to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of such Loans evidenced therebyand/or L/C Borrowings. Failure Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to make any such notation or any error reflect the fact that it evidences solely Loans and/or L/C Borrowings of the relevant Type. Each reference in such notation shall not affect Borrower’s obligations in respect this Agreement to the “Note” of such Loans. For Bank Party shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon the Administrative Agent’s receipt of each Note that was requested by a Bank Party pursuant to Section 3.01(b), the contrary contained above Administrative Agent shall forward such Note to such Bank Party. Each Bank Party shall record the date, amount, type and maturity of each Loan and/or L/C Borrowings made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank Party so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan and/or L/C Borrowings then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender Bank Party to request make any such recordation or obtain a Note evidencing its Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Bank Party is hereby irrevocably authorized by the Borrower so to pay endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (d) Any Note evidencing a Loan (as such term is defined in the Loans (and all related ObligationsExisting Credit Agreement) incurred by Borrower which would otherwise made prior to the Amendment Effective Date may be evidenced thereby in accordance with exchanged upon request of the requirements of this Agreementrelevant Bank, made through the Administrative Agent, and shall not in any way affect the security or guarantees therefor provided pursuant simultaneous surrender of such Note to the various Credit Documents. Any Lender that does not have a Note Borrower through the Administrative Agent in exchange for one or more new Notes evidencing its outstanding the 2017 Loans shall in no event be required to make and the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its 2018 Loans, Borrower shall promptly execute and deliver to respectively, outstanding hereunder, if any, as of the respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansAmendment Effective Date.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Loans made by of each Lender shall be evidenced by a single Revolving Loan Note payable to the order of such Lender for the account of its Lending Office in an amount equal to the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by original principal amount of such ▇▇▇▇▇▇, also Lender's Commitment. The Settlement Loans shall be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Settlement Loan Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially the order of Wachovia in the form original principal amount of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)$5,000,000. (b) Upon receipt of each Lender's Notes pursuant to SECTION 9.01, the Agent shall deliver such Notes to such Lender. Each Lender will note on its internal records (or Wachovia, with respect to the amount of each Settlement Loan made by it and each payment in respect thereof Note) shall record, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedules forming a part thereof appropriate notations to evidence: the outstanding principal date, amount and maturity of, and effective interest rate for, each Loan made by it, and the date and amount of Loans evidenced thereby. Failure each payment of principal made by the Borrowers with respect thereto, and such schedules of each such Lender's Notes shall constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Lender's Notes; provided that the failure of any Lender to make any such notation make, or any error in making, any such notation recordation or endorsement shall not affect Borrower’s obligations in respect the obligation of the Borrowers hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrowers so to endorse its Notes, and to attach to and make a part of any Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything The Agent shall maintain on its books a control account for the Borrowers in which shall be recorded (i) the date, amount, effective interest rate and maturity of each Revolving Loan and Settlement Loan made hereunder to the contrary contained above in this Section 2.05 or elsewhere in this AgreementBorrowers, Notes shall only be delivered to Lenders that at any time specifically request (ii) the delivery of such Notes. No failure amount of any Lender principal, interest or fees due or to request become due from the Borrowers on the Revolving Loans and the Settlement Loans and (iii) the amount of any sum received by the Agent hereunder in respect of any such principal, interest or obtain a Note evidencing its fees due on the Revolving Loans and Settlement Loans and each Lender's Commitment Percentage thereof. (d) The entries made in the accounts pursuant to Borrower paragraph (c) above shall affect or in be rebuttable presumptive evidence of the existence and amounts of the Obligations of the Borrowers therein recorded and any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementpayments thereon, and shall not in case of discrepancy between such accounts and the schedules to the Notes maintained by any way affect the security or guarantees therefor provided Lender pursuant to paragraph (b) or between such accounts and the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make books and records of the notations otherwise described Borrowers, in the preceding clause (b). At any time when any Lender requests the delivery absence of a Note to rebuttal evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender contrary, the requested Note in control account maintained by the appropriate amount or amounts Agent pursuant to evidence such paragraph (c) above shall be controlling with respect to Revolving Loans and Settlement Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.14 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note”). (b) Each Lender will shall note on its internal records the amount of each the 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. For the avoidance of doubt, to the extent Loans or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlrelated Obligations. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes a Note shall only be delivered to Lenders that at any time specifically request the delivery of such Notesa Note. No failure of any Lender to request or obtain a Note evidencing its Loans Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans Loan (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 . If any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans Loan, such Lender shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLoan, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Loan. (d) The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Loans made pursuant to one or more Borrowings of one or more Types of Loans into a Borrowing of another Type, provided that, (i) except as otherwise provided in Section 2.08(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than $5.0 million, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this Section 2.04(d) shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 2.01. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at the Notice Office prior to 12:00 Noon (New York time) at least (x) in the case of conversions of Base Rate Loans into Eurodollar Loans, three Business Days’ prior notice and (y) in the case of conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced set forth in the Lender Register maintained by the Administrative Agent pursuant to Section 13.04 and shall11.15 and, subject to the provisions of Section 1.05(d), shall be evidenced (if requested by such ▇▇▇▇▇▇, also be evidenced Lenders) by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B with blanks appropriately completed in conformity herewith (each, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note” and, collectively, the “Notes”). (b) Each Note, if any, issued to a Lender shall (i) be executed by the Borrowers, (ii) be payable to the order of such Lender and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Commitment of such Lender and be payable in the principal amount of the 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 mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will 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 making) any such notation shall not affect Borrower’s the Borrowers’ obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 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 Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Loans (and all related Obligations) incurred by 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note single Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and Bank for the account of its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”)Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute single amended and deliver to such Lender a restated promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) of Borrowers substantially in the form of Exhibit B-1A hereto, Exhibit B-2 or Exhibit B-3dated the date hereof, payable to Lender in the principal amount of One Hundred Fifty Million Dollars ($150,000,000), as applicable otherwise duly completed. Lender shall have the right to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise and shall have the right to sell participating interests in such Note; provided, however, that Lender must retain (i) in excess of fifty percent (50%) ownership interest in the Note and (ii) have control over all decisions with respect to loan pricing and the exercise of remedies with respect to each item of Collateral; and provided, further, however, that Lender may subject up to one hundred percent (100%) of the Loans made hereunder to a “Note”)repurchase agreement. (b) Each Lender will note on its internal records the The date, amount and interest rate of each Loan made by it Lender to either Borrower, and each payment in respect thereof made on account of the principal thereof, shall be recorded by Lender from time to time on its internal books and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced therebyrecords (whether electronic or otherwise). Failure of Lender to make any such notation or any error in such notation shall not affect Borrower’s the obligations of Borrowers to make a payment when due of any amount owing hereunder or under the Note in respect of such the Loans. For Borrowers agree that Lender's books and records showing the avoidance of doubt, to the extent any conflict arises between the records maintained MS Indebtedness pursuant to this Section Loan Agreement and the Registerother Loan Documents shall be admissible in any action or proceeding arising therefrom, the Register and shall control. (c) Notwithstanding anything constitute rebuttably presumptive proof thereof, irrespective of whether any MS Indebtedness is also evidenced by a promissory note or other instrument. Lender will provide to the contrary contained above in Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Section 2.05 or elsewhere in this Loan Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Failure by Lender to request or obtain a Note evidencing its Loans to Borrower provide such monthly statement shall not affect or in any manner impair the obligations of Borrower Borrowers to pay make a payment when due of any amount owing hereunder or under the Loans (and all related Obligations) incurred by Borrower which would otherwise Note in respect of the Loans. Such statement shall be evidenced thereby in accordance with the requirements of this Agreementdeemed correct, accurate, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansbinding on Borrowers absent manifest error.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of 2018 Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1G, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “2018 Term Note” and, collectively, the “2018 Term Notes”) and (ii) in the case of 2018 Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “2018 Revolving Note” and, collectively, the “2018 Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that 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 guarantees guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such ▇▇▇▇▇▇Lender as provided below, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the Lender or its registered assigns and be dated the Amendment and Restatement Effective Date (or, in the case of Notes issued after the Amendment and Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the outstanding Loans of such Lender at such time and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.08, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that 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 guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that 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 (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (ai) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and The Class A Notes shall accrue interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially as provided in the form of Class A Note set forth in Exhibit B-11.01(a) and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. The Class B Notes shall accrue interest as provided in the form of Class B Note set forth in Exhibit B-2 1.01(b), and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01. The Class B Noteholders' Interest Distribution Amount will not be paid to the Class B Noteholders on the applicable Payment Date unless the Class A Noteholders' Interest Distribution Amount for such Payment Date shall first have been paid to the Class A Noteholders. Any installment of interest (and any Noteholders' Interest Basis Carryover) or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer if such Person provides appropriate written instructions to the Indenture Trustee no later than such Record Date, and otherwise by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 1.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.02. (ii) The principal of each Class A Note shall be payable in installments on each Payment Date after the end of the Acquisition Period (plus, if applicable, a single principal payment occurring at the end of the Funding Period pursuant to Section 8.05) as provided in the form of the Class A Note set forth in Exhibit B-31.01(a). The principal of each Class B Note shall be payable in installments on each Payment Date after the end of the Acquisition Period (plus, if applicable, a single principal payment occurring at the end of the Funding Period pursuant to Section 8.05) as provided in the form of the Class B Note set forth in Exhibit 1.01(b). No payments of principal with respect to the Class B Notes will be paid until the Class A Notes have been paid in full. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, if an Event of Default shall have occurred and if the Indenture Trustee or the Noteholders of the Notes representing not less than a majority of the Controlling Class, have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on the Notes shall be made, first, to the Class A Notes pro rata until the Class A Note Principal Amount has been paid in full, and then to the Class B Notes pro rata until the Class B Note Principal Amount has been paid in full. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest (and any Noteholders' Interest Basis Carryover) on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 9.02. (iii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the Class A Note Rate or the Class B Note Rate, as applicable, in any lawful manner. The Issuer may pay such defaulted interest to Noteholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to the Indenture Trustee a notice which the Indenture Trustee will, as soon as practicable, distribute to each Noteholder that states the special record date, the payment date and the amount of defaulted interest to be paid. (iv) The Noteholders' Interest Basis Carryover on each Payment Date, including all unpaid carryover from prior Payment Dates for each Class of Notes for each applicable (each a “Note”Collection Period, shall be payable on such Payment Date, solely to the extent that the funds required are available to be distributed to Class A Noteholders and Class B Noteholders by the Indenture Trustee pursuant to Section 8.04(b). (bv) Each Lender will note The Indenture Trustee shall determine LIBOR for purposes of calculating the Class A Note Rate and Class B Note Rate for each Interest Period on its internal records the amount second business day prior to the commencement of each Loan made by it LIBOR Reset Period with respect to such Interest Period (or, in the case of the first LIBOR Reset Period, on August 19, 2002 (each, a "LIBOR Determination Date"). For purposes of calculating LIBOR, a business day is any day on which banks in London, England, New York, New York, Chicago, Illinois and each payment the Commonwealth of Massachusetts are open for the transaction of business. Interest due for any Interest Period shall be determined based on the actual number of days in such Interest Period over 360-day year. "LIBOR" means, with respect thereof and prior to any transfer LIBOR Reset Period, the London interbank offered rate for deposits in U.S. dollars having a maturity of any of its Notes will endorse 90 days commencing on the reverse side thereof related LIBOR Determination Date (the outstanding "Index Maturity") which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR Determination Date. If such rate, on any LIBOR Determination Date, does not appear on Telerate Page 3750, the rate for that day shall be determined on the basis of the rates at which deposits in U.S. dollars, having the Index Maturity and in a principal amount of Loans evidenced therebynot less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on such LIBOR Determination Date to prime banks in London interbank market by the Reference Banks. Failure to make any such notation or any error in such notation The Indenture Trustee shall not affect Borrower’s obligations in respect request the principal London office of each of such LoansReference Banks to provide a quotation of its rate. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the RegisterIf at least two such quotations are provided, the Register rate for that LIBOR Determination Date shall control. (c) Notwithstanding anything to be the contrary contained above arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that day shall be the arithmetic mean of the rates quoted by three major banks in this Section 2.05 or elsewhere in this AgreementNew York City, Notes shall only be delivered to Lenders that at any time specifically request selected by the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.Indenture

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Loans to Section 13.04 and shall, if requested be made by such ▇▇▇▇▇▇, also Lender Group to the Borrower shall be evidenced by a promissory notenotes. In such eventQualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall promptly prepare, execute and deliver issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender a promissory note payable to Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, to such Lender Funding Agent and its registered assigns); (b) substantially bear interest in accordance with the provisions hereof; (c) be in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable attached hereto (each a “Note”with blanks appropriately completed in conformity herewith). ; and (bd) Each Lender will note on its internal records the amount of each Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request 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 Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (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 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Notes. (a) ▇▇▇▇▇▇▇▇Each 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 Section 13.04 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute note duly executed and deliver to such Lender a promissory note payable to such Lender (or, if requested delivered by such Lender, to such Lender and its registered assigns) the Borrowers substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section section and the Register, the Register shall control. (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 that 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 a Borrower shall affect or in any manner impair the joint and several obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that 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 (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender the Lenders shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.14 and shall, if requested by such ▇▇▇▇▇▇any Lender, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable C duly executed and delivered by the Borrower substantially in form and substance reasonably acceptable to such Lender (each a the “Note”). (b) The Note issued to such Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered and permitted assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the outstanding Loans of such Lender at such time and be payable in the outstanding principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.06 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) 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 will the 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 or endorsement shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained Loans made or repaid pursuant to this Section Agreement and the Register, the Register shall controlother Credit Documents. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such Lender (i) an affidavit of loss or destruction and (ii) a customary 19-22911-rdd Doc 134-1 Filed 07/19/19 Entered 07/19/19 13:46:56 Exhibit A Pg 16 of 66 lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such Lender, and duly executed by such Lender.

Notes. Company shall execute and deliver on the Closing Date (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such applicable DIP Lender (oror to Agent for that DIP Lender) a DIP/Bridge Note, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1EXHIBIT IV annexed hereto, Exhibit B-2 or Exhibit B-3to evidence that DIP Lender's DIP/Bridge Loans, as in the principal amount of that DIP Lender's applicable (each a “Note”). DIP/Bridge Loans and with other appropriate insertions, and (b) Each to DIP Swing Line Lender will note on its internal records (or to Agent for that Lender) a DIP Swing Line Note, substantially in the amount form of each Loan made by it and each payment EXHIBIT V annexed hereto, to evidence DIP Swing Line Lender's DIP Swing Line Loans, 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 therebythe DIP Swing Line Loan Commitment and with other appropriate insertions. Failure Each of ▇▇▇▇ UK, ▇▇▇▇ France and ▇▇▇▇ Japan shall execute and deliver on its applicable Foreign Bridge Facility Availability Date (a) to make any each applicable UK Bridge Lender, French Bridge Lender and Japanese Bridge Lender, as the case may be (or to Agent for such notation or any error Lender), a DIP/Bridge Note, substantially in the form of EXHIBIT IV annexed hereto, to evidence such notation shall not affect Borrower’s obligations Lender's DIP/Bridge Loans, in respect the principal amount of such LoansLender's applicable DIP/Bridge Loans and with other appropriate insertions. For Until the avoidance Settlement Date (as such term is defined and used in the Stonington Assignment Agreement) and satisfaction by Stonington Equity Sub of doubtthe terms and conditions of the Stonington Commitment Documents, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 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 no Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver a DIP/Bridge Note to the respective Lender Stonington Lender. Agent may deem and treat the requested payee of any Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in subsection 10.1B(ii). Any request, authorization or consent of any person or entity who, at the appropriate amount time of making such request or amounts to evidence giving such Loansauthority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, assignee or transferee of that Note or of any Note or Notes issued in exchange therefor.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Term Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1G, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that 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 guarantees guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also be evidenced by a promissory note. In such eventrevolving note duly executed on behalf of the Borrower, Borrower shall promptly preparedated the Closing Date, execute and deliver to such Lender a promissory note in substantially the form attached hereto as Exhibit B, payable to such Lender (or, if requested by the order of each such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable (each a “Note”). (b) Each Lender will note on its internal records the amount of each Loan The Swingline Loans made by it and each payment the Swingline Lender shall be evidenced by a swingline note duly executed on behalf of the Borrower, dated the Closing Date, in respect thereof and prior to any transfer of any of its Notes will endorse on substantially the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Loans. For the avoidance of doubt, form attached hereto as Exhibit C payable to the extent any conflict arises between order of the records maintained pursuant to this Section and the Register, the Register shall controlSwingline Lender. (c) Notwithstanding anything to Each Note shall bear interest from the contrary contained above date thereof on the outstanding principal balance thereof as set forth in this Section 2.05 or elsewhere in this Agreement, Notes shall only be Article II. Each Lender is hereby authorized by the Borrower to endorse on a schedule attached to each Note delivered to Lenders that at any time specifically request the delivery such Lender (or on a continuation of such Notes. No schedule attached to such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided, however, that the failure of any Lender to request make such a notation or obtain a Note evidencing its Loans to Borrower any error therein shall not affect or in any manner impair the obligations obligation of the Borrower to pay repay the Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security or guarantees therefor provided pursuant applicable Notes. (d) Upon receipt of an affidavit of a Lender as to the various Credit Documents. Any Lender that does not have loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described favor of such Lender, in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loanslike tenor.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.17 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1B, Exhibit B-2 or Exhibit B-3, as applicable with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “ Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Initial Borrowing Date (or, in the case of 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 Commitment of such Lender and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only 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 which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallAgent, if requested by such ▇▇▇▇▇▇, also request that each of its Loans be evidenced by a promissory noteNote in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In such event, Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested the event any Loans evidenced by such Lendera Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to the Borrower. Each such Lender and its registered assigns) Note shall be in substantially in the form of Exhibit B-1D hereto. Upon the execution and delivery of any such Note, Exhibit B-2 any existing Note payable to such Bank shall be returned to the Borrower and replaced or Exhibit B-3modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as applicable (each a “Note”)the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 2.5(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes There shall only be delivered to Lenders that no more than ten (10) Eurodollar Group of Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loansone time.

Notes. (a) ▇▇▇▇▇▇▇▇The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such ▇▇▇▇▇▇Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note. In such event, note duly executed and delivered by the Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3with blanks appropriately completed in conformity herewith (each, as applicable (each a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) 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. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (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 that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Loans to the Borrower shall affect affect, or in any manner impair 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 guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent on any Borrowing Date pursuant to Section 13.04 and shall, if requested by such ▇▇▇▇▇▇, also 2.1(a) shall be evidenced by a promissory note. In such eventnote of the Borrower (a "Note"), Borrower shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form set forth in Exhibit A-1, with appropriate insertions as to payee, date and the principal amount of Exhibit B-1the Loan made by that Lender, Exhibit B-2 or Exhibit B-3payable to the order of that Lender, and, if applicable with such other features as applicable (each a “Note”). are specified in paragraph (b) Each of this Section for a QFL Note. The Borrower hereby irrevocably authorizes each Lender will note on its internal records to record the date and amount of each Loan made by it and the date and amount of each payment in respect or prepayment of principal thereof on the schedule annexed to and prior to any transfer of any constituting a part of its Notes will endorse on Note, and any such recordation shall constitute prima facie evidence of the reverse side thereof accuracy of the outstanding principal amount of Loans evidenced therebyinformation so recorded absent manifest error. Failure by a Lender to make any such notation recordation shall not, however, affect the Borrower's obligations hereunder. Each Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with Section 2.6. (b) Any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and that is not incorporated or otherwise organized under the laws of the Untied States of America or any error in such notation shall not affect state thereof (a "Qualified Foreign Lender") shall, upon receipt of the written request of the Administrative Agent or the Borrower’s obligations in respect of such Loans. For the avoidance of doubt, and may, upon its own written request to the extent Administrative Agent, exchange any conflict arises between Note held by or assigned to it for a qualified foreign lender Note ( a "QFL Note"). A QFL Note shall contain the records maintained following legend but otherwise be in the same form as other Notes: "This Note is a QFL Note, and as such, ownership of the obligation represented by such QFL Note may be transferred only in accordance with Section 2.2(d) of the Credit Agreement." Any QFL Note issued in replacement of any existing Note pursuant to this Section and shall be (i) dated the RegisterClosing Date, the Register shall control. (cii) Notwithstanding anything to the contrary contained above in this Section 2.05 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 Borrower shall affect or in any manner impair the obligations of Borrower to pay the Loans (and all related Obligations) incurred by 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 guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described issued in the preceding clause name of the entity in whose name that existing Note was issued and (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note iii) issued in the appropriate same principal amount or amounts to evidence such Loansas that existing Note.