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

Evidence of Debt; Repayment of Loans. (a) U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, the principal amount of each Canadian Term Loan of such Canadian Term Loan Lender as provided in Section 2.09. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (d) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class 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 each Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. (e) The entries made in the accounts maintained pursuant to paragraphs (c) and (d) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms. (f) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. Each Canadian Term Borrower hereby, jointly and severally, unconditionally promises to pay to the Canadian Administrative Agent for the account of each Canadian Lender holding Canadian Revolving Credit Loans made to such Canadian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender on the Maturity Date. (b) The U.S. Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each U.S. Term Loan Lender as holding U.S. Term Loans the principal amounts set forth on Schedule 2.04 on each corresponding date set forth on such schedule; provided in Section 2.09that the Administrative Agent shall promptly update Schedule 2.04 upon any repayment or prepayment of U.S. Term Loans, which updated schedule shall become effective upon delivery to the U.S. Borrower. (c) The U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. Each Canadian Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Except for any B/A Loan (the compensation for which is set forth in Section 2.22), each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each the Applicable Borrower to each Lender hereunder; hereunder and (iii) the amount of any sum received by the Applicable Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (eg) The entries made in the accounts maintained pursuant to paragraphs (cd) and (de) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. The Parent Borrower hereby unconditionally promises to pay to the Canadian Term Administrative Agent for the account of each Canadian Revolving Lender holding Canadian Revolving Credit Loans made to such Parent Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender on the Maturity Date. (b) The Parent Borrower hereby unconditionally promises to pay in Canadian Dollars to the Canadian Administrative Agent for the account of each Canadian Term Loan Lender as holding Canadian Term Loans the principal amounts set forth in Schedule 2.04 on each corresponding date set forth on such schedule; provided in Section 2.09that the Canadian Administrative Agent shall promptly update Schedule 2.04 upon any repayment or prepayment of Canadian Term Loans, which updated schedule shall become effective upon delivery to the Parent Borrower. (c) The U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. The Parent Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Except for any B/A Loan (the compensation for which is set forth in Section 2.22), eEach Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each the Applicable Borrower to each Lender hereunder; hereunder and (iii) the amount of any sum received by the Applicable Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (eg) The entries made in the accounts maintained pursuant to paragraphs (ce) and (df) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) U.S. (i) The US Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. US Term Loan Lender, the principal amount of each U.S. US Term Loan of such U.S. Term Loan Lender as provided in Section 2.092.11, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Term Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, the principal amount of each Canadian Term Loan of such Canadian Term Loan Lender as provided in Section 2.092.11, and (iii) the US Borrower and the Canadian Revolver Borrower hereby unconditionally promise to pay (on a several but not joint basis) to the Administrative Agent for the account of each Lender on the Revolving Credit Maturity Date, the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower. The US Borrower hereby promises to pay to the US Swingline Lender on the Revolving Credit Maturity Date the then unpaid principal amount of each US Swingline Loan made to the US Borrower. The US Borrower and the Canadian Revolver Borrower hereby unconditionally promise to pay (on a several but not joint basis) to the Multicurrency Swingline Lender on the Revolving Credit Maturity Date the then unpaid principal amount of each Multicurrency Swingline Loan made to such Borrower. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers relevant Borrower to such Lender resulting from each Loan made by 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. (dc) The Administrative Agent shall maintain accounts in which it will record (i) the relevant Borrower, (ii) the principal amount (or, Face Amount, as applicable) of each Loan made hereunder, the Class and Type and Class thereof and and, if applicable, the Interest Period applicable thereto; , (iiiii) the amount of any principal or interest (or Face Amount, as applicable) due and payable or to become due and payable from each the relevant Borrower to each Lender hereunder; hereunder and (iiiiv) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders from any Borrower or any Guarantor and each Lender’s share thereof. (ed) The entries made in the accounts maintained pursuant to paragraphs (cb) and (dc) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fe) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory note. In such event, the applicable relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) assigns in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a promissory note, the Loans evidenced interests represented by such promissory note and interest thereon shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. Each Canadian Term Borrower hereby, jointly and severally, unconditionally promises to pay to the Canadian Administrative Agent for the account of each Canadian Lender holding Canadian Revolving Credit Loans made to such Canadian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender on the Maturity Date. (b) The U.S. Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each U.S. Term Loan Lender as holding U.S. Term Loans the principal amounts set forth on Schedule 2.04 on each corresponding date set forth on such schedule; provided in Section 2.09that the Administrative Agent shall promptly update Schedule 2.04 upon any repayment or prepayment of U.S. Term Loans, which updated schedule shall become effective upon delivery to the U.S. Borrower. (c) The U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. Each Canadian Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Except for any B/A Loan (the compensation for which is set forth in Section 2.22), each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each the Applicable Borrower to each Lender hereunder; hereunder and (iii) the amount of any sum received by the Applicable Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (eg) The entries made in the accounts maintained pursuant to paragraphs (ce) and (df) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, the principal amount of each Canadian Term Loan of such Canadian Term Loan Lender as provided in Section 2.09. (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (d) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class 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 each Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s 's share thereof. (e) The entries made in the accounts maintained pursuant to paragraphs (c) and (d) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms. (f) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Evidence of Debt; Repayment of Loans. (a) TheEach U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. The Parent Borrower hereby unconditionally promises to pay to the Canadian Term Administrative Agent for the account of each Canadian Revolving Lender holding Canadian Revolving Credit Loans made to such Parent Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Revolving Lender on the Maturity Date. Each U.S. Borrower hereby unconditionally promises to pay to the Canadian Administrative Agent for the account of each Canadian Revolving Lender holding Canadian Revolving Credit Loans denominated in U.S. dollars made to such U.S. Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Revolving -65- Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender on the Maturity Date. (b) The Parent Borrower hereby unconditionally promises to pay in Canadian Dollars to the Canadian Administrative Agent for the account of each Canadian Term Loan Lender as holding Canadian Term Loans the principal amounts set forth in Schedule 2.04 on each corresponding date set forth on such schedule; provided in Section 2.09that the Canadian Administrative Agent shall promptly update Schedule 2.04 upon any repayment or prepayment of Canadian Term Loans, which updated schedule shall become effective upon delivery to the Parent Borrower.[reserved]. (c) TheEach U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. The Parent Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each the Applicable Borrower to each Lender hereunder; hereunder and (iii) the amount of any sum received by the Applicable Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (eg) The entries made in the accounts maintained pursuant to paragraphs (ce) and (df) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times -66- (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) Each U.S. Borrower Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each U.S. Revolving Loan of such U.S. Revolving Lender, (B) for the account of each Canadian Lender, the then unpaid amount of each Canadian Revolving Loan borrowed by the U.S. Borrowers of such Canadian Lender, (C) for the account of each U.S. FILO Lender, if applicable, the then unpaid principal amount of each U.S. FILO Loan of such U.S. FILO Lender and (D) for the account of each Canadian FILO Lender, if applicable, the then unpaid principal amount of each Canadian FILO Loan borrowed by the U.S. Borrowers of such Canadian FILO Lender, in each case, on the Revolving Maturity Date and (iiiii) to each U.S. Swingline Lender the then unpaid principal amount of each applicable Swingline Loan on the Maturity Date. Each Canadian Borrower and U.K. Borrower, if any, jointly and severally, hereby unconditionally promises to pay (i) to the Swingline Administrative Agent (A) for the account of each Canadian Revolving Lender, the then unpaid principal amount of each Swingline Canadian Revolving Loan on the earlier of the such Canadian Revolving Maturity Date Lender and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (bB) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan FILO Lender, if applicable, the then unpaid principal amount of each Canadian Term FILO Loan of such Canadian Term FILO Lender, on the Maturity Date and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan Lender as provided in Section 2.09on the Maturity Date. (cb) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours. (dc) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof, the currency thereof and the Interest Period or Contract Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower the Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours. (ed) The entries made in the accounts maintained pursuant to paragraphs (cb) and (dc) above shall be prima facie evidence of the existence and amounts of the obligations therein recordedrecorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms. (fe) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the applicable Borrower Relevant Borrowers 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 its registered assigns) substantially in the form of Exhibit K-IX-0, K-2Xxxxxxx X-0, K-3, K-4 Exhibit B-3 or K-5Exhibit B-4, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns)applicable.

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. The Parent Borrower hereby unconditionally promises to pay to the Canadian Term Administrative Agent for the account of each Canadian Revolving Lender holding Canadian Revolving Credit Loans made to such Parent Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender on the Maturity Date. (b) The Parent Borrower hereby unconditionally promises to pay in Canadian Dollars to the Canadian Administrative Agent for the account of each Canadian Term Loan Lender as holding Canadian Term Loans the principal amounts set forth in Schedule 2.04 on each corresponding date set forth on such schedule; provided in Section 2.09that the Canadian Administrative Agent shall promptly update Schedule 2.04 upon any repayment or prepayment of Canadian Term Loans, which updated schedule shall become effective upon delivery to the Parent Borrower. (c) The U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. The Parent Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Except for any B/A Loan (the compensation for which is set forth in Section 2.22), each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.the (eg) The entries made in the accounts maintained pursuant to paragraphs (ce) and (df) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. Each Canadian Term Borrower hereby, jointly and severally, unconditionally promises to pay to the Canadian Administrative Agent for the account of each Canadian Revolving Lender holding Canadian Revolving Credit Loans made to such Canadian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Term Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender as provided in Section 2.09on the Maturity Date. (b) The U.S. Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each U.S. Term Lender holding U.S. Term Loans the principal amounts set forth onin Part A of Schedule 2.04 on each corresponding date set forth on such schedule; provided that the Administrative Agent shall promptly update Part A of Schedule 2.04 upon any repayment or prepayment of U.S. Term Loans, which updated schedule shall become effective upon delivery to the U.S.Parent Borrower. The Parent Borrower hereby unconditionally promises to pay in Canadian Dollars to the Canadian Administrative Agent for the account of each Canadian Term Lender holding Canadian Term Loans the principal amounts set forth in Part B of Schedule 2.04 on each corresponding date set forth on such schedule; provided that the Canadian Administrative Agent shall promptly update Part B of Schedule 2.04 upon any repayment or prepayment of Canadian Term Loans, which updated schedule shall become effective upon delivery to the Parent Borrower (c) The U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. Each Canadian Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Except for any B/A Loan (the compensation for which is set forth in Section 2.22), each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each the Applicable Borrower to each Lender hereunder; hereunder and (iii) the amount of any sum received by the Applicable Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (eg) The entries made in the accounts maintained pursuant to paragraphs (ce) and (df) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).

Evidence of Debt; Repayment of Loans. (a) The U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested. (b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, U.S. Revolving Lender holding U.S. Revolving Credit Loans the then unpaid principal amount of each such Revolving Credit Loan of such Lender on the Maturity Date. The Parent Borrower hereby unconditionally promises to pay to the Canadian Term Administrative Agent for the account of each Canadian Revolving Lender holding Canadian Revolving Credit Loans made to such Parent Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Canadian Lender on the Maturity Date. The Australian Borrower hereby unconditionally promises to pay to the Australian Administrative Agent for the account of each Australian Lender holding Australian Revolving Credit Loans made to the Australian Borrower, the then unpaid principal amount of each such Revolving Credit Loan of such Australian Lender on the Maturity Date. (b) The Canadian Borrower hereby unconditionally promises to pay in Canadian Dollars to the Canadian Administrative Agent for the account of each Canadian Term Loan Lender as holding Canadian Term Loans the principal amounts set forth in Schedule 2.04 on each corresponding date set forth on such schedule; provided in Section 2.09that the Canadian Administrative Agent shall promptly update Schedule 2.04 upon any repayment or prepayment of Canadian Term Loans, which updated schedule shall become effective upon delivery to the Parent Borrower. (c) The U.S. Borrower shall repay each U.S. Swing Line Loan on the Swing Line Payment Date. The Parent Borrower shall repay each Canadian Swing Line Loan on the Swing Line Payment Date. (d) Except for any B/A Loan (the compensation for which is set forth in Section 2.22), each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06. (e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. (df) The Administrative Agent Agents shall maintain accounts in which it they will record (i) the amount of each Loan made hereunder, the Class, Type and Class currency 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 each the Applicable Borrower to each Lender hereunder; hereunder and (iii) the amount of any sum received by the Applicable Administrative Agent hereunder for the account of the Lenders from any Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (eg) The entries made in the accounts maintained pursuant to paragraphs (ce) and (df) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided provided, however, that the failure of any Lender or the Administrative Agent Agents to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their termsthe terms of this Agreement. (fh) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it hereunder be evidenced by a promissory notenote (a “Note”). In such event, the applicable Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note Note or Notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) assigns and in a form and substance reasonably acceptable to the Applicable Administrative Agent and the Applicable Borrower. Notwithstanding any other provision of this Agreement, in the form of Exhibit K-I, K-2, K-3, K-4 or K-5, as the case may be. Thereafterevent any Lender shall request and receive such a Note, the Loans evidenced interests represented by such promissory note and interest thereon Note shall at all times (including after any assignment of all or part of such interests pursuant to Section 11.049.04) be represented by one or more promissory notes in such form Notes payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and or its registered assigns).